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14MAR201318252367 17MAR201517003958 26FEB201411222693 March 26, 2015 Dear Fellow Shareholders: I am pleased to invite you to our Annual Meeting of Shareholders to be held on Thursday, May 7, 2015, at 10:00 a.m. in the O.J. Miller Auditorium located at 526 South Church Street in Charlotte, North Carolina. As explained in the enclosed proxy statement, at this year’s meeting you will be asked to vote (i) for the election of directors, (ii) for the ratification of the selection of the independent public accountant, (iii) for the approval, on an advisory basis, of Duke Energy Corporation’s named executive officer compensation, (iv) for the approval of the Duke Energy Corporation 2015 Long-Term Incentive Plan, (v) against three shareholder proposals, and (vi) to consider any other business that may properly come before the meeting. This year’s proxy statement details the many steps we have undertaken, beginning in 2014, to expand our strong corporate governance practices. We have conducted a significant outreach campaign this year to speak directly with a number of our shareholders about various matters, including executive compensation and board oversight of critical issues facing Duke Energy. Consistent with shareholder feedback, we have implemented several new shareholder friendly changes to our governance practices. These steps are in addition to the many exciting developments and opportunities Duke Energy has been involved in, which will be detailed in the 2014 Annual Report. Your vote is important – exercise your shareholder right and vote your shares now. Please turn to page 3 for the instructions on how you can vote your shares over the Internet, by telephone or by mail. It is important that all Duke Energy shareholders, regardless of the number of shares owned, participate in the affairs of the Company. At Duke Energy’s 2014 Annual Meeting of Shareholders, approximately 84 percent of the Company’s outstanding shares were represented in person or by proxy. Thank you for your continued investment in Duke Energy. Sincerely, Lynn J. Good Vice Chairman, President and Chief Executive Officer Welcome to the Duke Energy Annual Meeting of Shareholders

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Page 1: Welcome to the Duke Energy Annual Meeting of Shareholders · I am pleased to invite you to our Annual Meeting of Shareholders to be held ... Sonoco X Corporate Governance Sonoco Products

14MAR201318252367

17MAR201517003958

26FEB201411222693

March 26, 2015

Dear Fellow Shareholders:

I am pleased to invite you to our Annual Meeting of Shareholders to be held on Thursday, May 7,2015, at 10:00 a.m. in the O.J. Miller Auditorium located at 526 South Church Street in Charlotte,North Carolina.

As explained in the enclosed proxy statement, at this year’s meeting you will be asked to vote (i) forthe election of directors, (ii) for the ratification of the selection of the independent public accountant,(iii) for the approval, on an advisory basis, of Duke Energy Corporation’s named executive officercompensation, (iv) for the approval of the Duke Energy Corporation 2015 Long-Term Incentive Plan,(v) against three shareholder proposals, and (vi) to consider any other business that may properlycome before the meeting.

This year’s proxy statement details the many steps we have undertaken, beginning in 2014, toexpand our strong corporate governance practices. We have conducted a significant outreachcampaign this year to speak directly with a number of our shareholders about various matters,including executive compensation and board oversight of critical issues facing Duke Energy.Consistent with shareholder feedback, we have implemented several new shareholder friendlychanges to our governance practices. These steps are in addition to the many excitingdevelopments and opportunities Duke Energy has been involved in, which will be detailed in the2014 Annual Report.

Your vote is important – exercise your shareholder right and vote your shares now.

Please turn to page 3 for the instructions on how you can vote your shares over the Internet, bytelephone or by mail. It is important that all Duke Energy shareholders, regardless of the number ofshares owned, participate in the affairs of the Company. At Duke Energy’s 2014 Annual Meeting ofShareholders, approximately 84 percent of the Company’s outstanding shares were represented inperson or by proxy.

Thank you for your continued investment in Duke Energy.

Sincerely,

Lynn J. GoodVice Chairman, President and Chief Executive Officer

Welcome to theDuke Energy AnnualMeeting of Shareholders

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Table of Contents

4

10

ELECTION OF DIRECTORS 11

19

27

30

32

RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY 34CORPORATION’S INDEPENDENT PUBLIC ACCOUNTANT FOR 2015

35

ADVISORY VOTE TO APPROVE DUKE ENERGY CORPORATION’S NAMED 36EXECUTIVE OFFICER COMPENSATION

37

37

51

APPROVAL OF THE DUKE ENERGY CORPORATION 2015 LONG-TERM 65INCENTIVE PLAN

72

SHAREHOLDER PROPOSAL REGARDING LIMITATION OF ACCELERATED 72EXECUTIVE PAY

SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTION 75DISCLOSURE

SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS 77

79

82

84

85

86

DUKE ENERGY – 2015 Proxy Statement

PROXY SUMMARY

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

PROPOSAL 1:

INFORMATION ON THE BOARD OF DIRECTORS

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

DIRECTOR COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PROPOSAL 2:

REPORT OF THE AUDIT COMMITTEE

PROPOSAL 3:

REPORT OF THE COMPENSATION COMMITTEE

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION

PROPOSAL 4:

SHAREHOLDER PROPOSALS

PROPOSAL 5:

PROPOSAL 6:

PROPOSAL 7:

FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OFSHAREHOLDERS

OTHER INFORMATION

APPENDIX A

APPENDIX B

APPENDIX C

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26FEB201504411677

PARTICIPATE IN THE FUTURE OF DUKE ENERGY; CAST YOUR VOTE NOWIt is very important that you vote to play a part in the future of Duke Energy. New York Stock Exchange (‘‘NYSE’’) rules state that ifyour shares are held through a broker, bank or other nominee, they cannot vote on your behalf on nondiscretionary matters.

Eligibility to Vote (page 79)You can vote if you were a shareholder of record at the close of business on March 9, 2015.

Even if you plan to attend this year’s meeting, it is a good idea to vote your shares now, before the meeting, in the event your planschange. Whether you vote by Internet, by telephone or by mail, please have your proxy card or voting instruction form in hand andfollow the instructions.

Visit 24/7 Dial toll-free 24/7 Cast your ballot,www.proxyvote.com 1-800-690-6903 sign your proxy card

or by calling the and send free of postagenumber provided

by your broker, bankor other nominee if your shares are not

registered in your name

Review and download this proxy statement and our annualreportListen to a live audio stream of the meeting

Visit our websitewww.duke-energy.com/investors/news-events.asp

DUKE ENERGY – 2015 Proxy Statement 3

Vote Now

By Internet using By telephone By mailing youryour computer proxy card

Visit Our Website

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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of theinformation that you should consider. You should read the entire proxy statement carefully before voting. Page references (‘‘XX’’) aresupplied to help you find further information in this proxy statement.

Voting Matters (page 10)

VotesMore Board required

information recommendation Broker non-votes Abstentions for approval

Election of directors Page 11 each Do not count Do not count Majority ofnominee votes cast,

with aresignation

policy

Ratification of Deloitte & Touche LLP Page 34 Vote for Vote against Majority ofas Duke Energy Corporation’s sharesindependent public accountant for represented2015

Advisory vote to approve Duke Page 36 Do not count Vote against Majority ofEnergy Corporation’s named sharesexecutive officer compensation represented

Approval of the Duke Energy Page 65 Do not count Vote against Majority ofCorporation 2015 Long-Term sharesIncentive Plan represented

Shareholder proposal regarding Page 72 Do not count Vote against Majority oflimitation of accelerated executive sharespay represented

Shareholder proposal regarding Page 75 Do not count Vote against Majority ofpolitical contribution disclosure shares

represented

Shareholder proposal regarding Page 77 Do not count Vote against Majority ofproxy access shares

represented

4 DUKE ENERGY – 2015 Proxy Statement

PROPOSAL 1 FOR

PROPOSAL 2 FOR

PROPOSAL 3 FOR

PROPOSAL 4 FOR

PROPOSAL 5 AGAINST

PROPOSAL 6 AGAINST

PROPOSAL 7 AGAINST

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10MAR201518331254

2014 Business Highlights2014 was a year of challenges, but also a year that showed the great resolve and determination of Duke Energy as the Companycontinued to advance its strategy and deliver significant benefits to its customers, investors, communities and employees:

First, safety, which is our top priority. We did not meet our objective for no employee and contractor fatalities in 2014 as wetragically lost four teammates during the year. Our goal is for each of our employees and contractors to return safely to theirfamilies each day. Our performance in this area during 2014 was not acceptable and we are refocusing our efforts in 2015.

The efficient, reliable and safe operational performance of our fleet and grid is critical to the service we provide to our customers.Our nuclear fleet of 10,500 megawatts achieved a capacity factor of approximately 93%, the 16th consecutive year above 90%.Additionally, our system met record customer demands during the 2014 polar vortex, and we quickly and safely responded toover 1.7 million customer outages following two major ice storms in February and March. We also continued to achieve significantsavings from our 2012 merger with Progress Energy. We are well on track to achieve the $687 million customer fuel and jointdispatch savings commitment we made to Duke Energy’s customers in the Carolinas over the first five years of the merger. Theefficiency and diversity of our system helps us maintain customer rates below national averages in each of our jurisdictions.

We made significant progress in advancing our coal ash management practices as we responded to the early February 2014 coalash accident at our Dan River site. We have begun to accelerate plans to close ash basins across our system. We have formed anew internal organization to manage all coal combustion products and an advisory board of independent experts in engineering,waste management, environmental science and risk analysis.

We advanced $8 billion in growth initiatives during the year as we made investments to continue to meet the needs of ourcustomers in the future. These investments consist of new gas-fired and solar generation in our regulated businesses, natural gaspipeline infrastructure and upgrades to the grid.

During the year, we made strides to tighten our strategic alignment. In February, we announced an intent to exit our Midwestcommercial generation business. In August, we announced an agreement to sell this portfolio of nonregulated assets to Dynegyfor $2.8 billion in cash. We are still awaiting final Federal Energy Regulatory Commission approval and expect to close thetransaction by mid-2015.

We achieved strong financial performance during 2014, which is important to maintaining the confidence of our investors.

We increased our quarterly dividend payment by approximately 2% during the year, the seventh consecutive year of annualdividend growth. Additionally, 2014 was the 88th consecutive year Duke Energy paid a quarterly cash dividend on its commonstock. At the end of 2014, our dividend yield was approximately 3.8%.

We achieved a total shareholder return (‘‘TSR’’) of 26.4% compared to the 28.9% TSR of the Philadelphia Utility Index.

Board Representation

18 .75%Women

37.5%CEOs

50%Added inthe last3 years

18.75%Former

regulators

DUKE ENERGY – 2015 Proxy Statement 5

!

!

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Board Nominees (page 11)

Independent (Yes/No)Director Other PublicName Age since Occupation Yes No Committee Memberships Company Boards

Michael G. Browning 68 2006 Chairman, Browning X Audit NoneConsolidated, LLC Corporate Governance

Finance and RiskManagement

Harris E. DeLoach, Jr. 70 2012 Executive Chairman, Sonoco X Corporate Governance SonocoProducts Company Nuclear Oversight Products

Company

Daniel R. DiMicco 64 2007 Chairman Emeritus, Retired X Corporate Governance NonePresident and Chief Nuclear OversightExecutive Officer, NucorCorporation

John H. Forsgren 68 2009 Retired Vice Chairman, X Finance and Risk The PhoenixExecutive Vice President and Management Companies,Chief Financial Officer, Nuclear Oversight Inc.Northeast Utilities

Lynn J. Good 55 2013 Vice Chairman, President X None HubbellVice Chairman and Chief Executive Officer, Incorporated

Duke Energy Corporation

Ann Maynard Gray 69 1997 Retired Vice President, X Compensation The PhoenixChairman of the Board ABC, Inc. and President, Corporate Governance Companies,

Diversified Publishing Group, Finance and Risk Inc.ABC, Inc. Management

James H. Hance, Jr. 70 2005 Retired Vice Chairman and X Audit Acuity Brands,Chief Financial Officer, Bank Compensation Inc.of America Corporation Finance and Risk Cousins

Management PropertiesIncorporatedFord MotorCompanyThe CarlyleGroup, LP

John T. Herron 61 2013 Retired President, Chief X Nuclear Oversight NoneExecutive Officer and Chief Regulatory Policy andNuclear Officer, Entergy OperationsNuclear

James B. Hyler, Jr. 67 2012 Managing Director, X Audit NoneMorehead Capital Finance and RiskManagement, LLC Management

Regulatory Policy andOperations

William E. Kennard 58 2014 Non-Executive Chairman, X Corporate Governance AT&T Inc.Velocitas Partners, LLC Finance and Risk Ford Motor

Management CompanyRegulatory Policy and MetLife, Inc.Operations

E. Marie McKee 64 2012 Retired Senior X Audit NoneVice President, Corning CompensationIncorporated Corporate Governance

Richard A. Meserve 70 2015 President Emeritus, Carnegie X Nuclear Oversight Pacific GasInstitution for Science Regulatory Policy and and Electric

Operations Company

James T. Rhodes 73 2001 Retired Chairman, President X Nuclear Oversight Noneand Chief Executive Officer, Regulatory Policy andInstitute of Nuclear Power OperationsOperations

Carlos A. Saladrigas 66 2012 Chairman, Regis HR Group, X Audit Advance Autoand Chairman, Concordia Compensation Parts, Inc.Healthcare Holdings, LLC Regulatory Policy and

Operations

6 DUKE ENERGY – 2015 Proxy Statement

• •••

• ••

• ••

• •

• •••

• ••• •

• ••

• ••

• •• •

• •

• •••

• ••

• ••

• •••

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Corporate Governance Highlights (page 27)

Independent Chairman of the Board

Annual election of directors

Majority voting for directors, with mandatory resignation policy and plurality carve-outfor contested elections

Substantial majority of independent directors (15 out of 16)

Annual Board, Committee and Director Assessments

Independent Board committees

No poison pill

Board oversight of risk

2014Ability for shareholders to take action by less than unanimous written consent Corporate Governance

Enhancement

2014Ability for shareholders to call a special shareholder meeting Corporate Governance

Enhancement

2014Shareholder engagement program Corporate Governance

Enhancement

2014Robust governance of political activities Corporate Governance

Enhancement

Shareholder EngagementAs part of Duke Energy’s commitment to corporate governance, we have instituted a corporate governance engagement programto discuss our corporate governance practices and obtain feedback from our shareholders on our corporate governance andexecutive compensation practices. During the Fall 2014 corporate governance engagement program, the Company met with theholders of approximately 25% of our shares to discuss, among other issues, board structure and director refreshment, as well as theshareholder proposals which were voted on at the 2014 Annual Meeting of Shareholders, including the right for shareholders to calla special shareholder meeting, and political contribution disclosure.

DUKE ENERGY – 2015 Proxy Statement 7

"

"

"

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"

"

"

"

"

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"

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Executive Compensation Highlights (page 37)

Name Age Occupation Since Previous occupation

Lynn J. Good 55 Vice Chairman, President and Chief 2013 Executive Vice President and ChiefExecutive Officer Financial Officer from July 2009 through

June 2013

Steven K. Young 56 Executive Vice President and Chief 2013 Vice President, Chief Accounting Officer andFinancial Officer Controller of Duke Energy from July 2012

until August 2013; Senior Vice President,Chief Accounting Officer and Controller ofDuke Energy from December 2006 untilJuly 2012

Dhiaa M. Jamil 58 Executive Vice President and 2014 Executive Vice President and President,President, Regulated Generation Duke Energy Nuclear from March 2013

through August 2014; Chief Nuclear Officerof Duke Energy from 2008 until March 2013;Chief Generation Officer of Duke Energy fromJuly 2009 until March 2013

Marc E. Manly 63 Executive Vice President and 2014 Executive Vice President and President,President, Commercial Portfolio Commercial Businesses from December

2012 through August 2014; Chief LegalOfficer of Duke Energy from April 2006 untilDecember 2012

Lloyd M. Yates 54 Executive Vice President, Market 2014 Executive Vice President, Regulated UtilitiesSolutions and President, Carolinas from December 2012 through August 2014;Region Executive Vice President, Customer

Operations of Duke Energy from July 2012until December 2012; President and ChiefExecutive Officer of Duke Energy Progress,Inc. from July 2007 until June 2012

Our executive compensation program is designed to:

Link pay to performance

Attract and retain talented executive officers and key employees

Emphasize performance-based compensation to motivate executives and key employees

Reward individual performance

Encourage long-term commitment to Duke Energy and align the interests of executives with shareholders

We meet these objectives through the appropriate mix of compensation, including:

Base salary

Short-term incentives

Long-term incentives

8 DUKE ENERGY – 2015 Proxy Statement

Named Executive Officers (page 37)

Principles and Objectives (page 37)

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17MAR201513593255

2014 Executive Total Compensation Mix (page 38)

CEO OTHER NEOs

67% - LTI

20%

47%

18%

15%

TARGET COMPENSATION MIX AS OF DECEMBER 31, 2014(consisting of base salary, short-term incentives and long-term incentives)

LONG-TERM INCENTIVES (LTI)

Restricted Stock Units (RSUs)

Performance Shares

Base Salary

Short-Term Incentives (Cash)

ANNUAL COMPENSATION

55% - LTI

17%

38%20%

25%

85% - Performance and/or Stock-Based Compensation 75% - Performance and/or Stock-Based Compensation

DUKE ENERGY – 2015 Proxy Statement 9

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14MAR201318252367

5MAR200820351389

Notice of Annual Meetingof Shareholders

May 7, 201510:00 a.m.O.J. Miller Auditorium526 South Church StreetCharlotte, NC 28202

We will convene the Annual Meeting of Shareholders of Duke Energy Corporation on Thursday, May 7, 2015, at10:00 a.m. in the O.J. Miller Auditorium located at 526 South Church Street in Charlotte, North Carolina.

The purpose of the Annual Meeting is to consider and take action on the following:Election of directors;Ratification of Deloitte & Touche LLP as Duke Energy Corporation’s independent public accountant for2015;Advisory vote to approve Duke Energy Corporation’s named executive officer compensation;Approval of the Duke Energy Corporation 2015 Long-Term Incentive Plan;A shareholder proposal regarding limitation of accelerated executive pay;A shareholder proposal regarding political contribution disclosure;A shareholder proposal regarding proxy access; andAny other business that may properly come before the meeting (or any adjournment or postponement ofthe meeting).

Shareholders of record as of the close of business on March 9, 2015, are entitled to vote at the AnnualMeeting of Shareholders. It is important that your shares are represented at this meeting.

This year we will again be using the Securities and Exchange Commission (‘‘SEC’’) rule that allows us toprovide our proxy materials to our shareholders via the Internet. By doing so, most of our shareholders willonly receive a notice containing instructions on how to access the proxy materials via the Internet and voteonline, by telephone or by mail. If you would like to request paper copies of the proxy materials, you mayfollow the instructions on the notice. If you receive paper copies of the proxy materials, we ask you to considersigning up to receive these materials electronically in the future by following the instructions contained in thisproxy statement. By delivering proxy materials electronically, we can reduce the consumption of naturalresources and the cost of printing and mailing our proxy materials.

Whether or not you expect to be present at the Annual Meeting of Shareholders, please take time to votenow. If you choose to vote by mail, you may do so by marking, dating and signing the proxy card andreturning it to us. Please follow the voting instructions that are included on your proxy card. Regardless of themanner in which you vote, we urge and greatly appreciate your prompt response.

Dated: March 26, 2015 By order of the Board of Directors,

Julia S. JansonExecutive Vice President, Chief Legal Officer and Corporate Secretary

10 DUKE ENERGY – 2015 Proxy Statement

1.2.

3.4.5.6.7.8.

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16MAR201515573632

ELECTION OF DIRECTORS

The Board of DirectorsThe Board of Directors of Duke Energy has nominated the Governance Committee, comprised of only independentfollowing 14 candidates to serve on the Board. We have a directors, has recommended the following current directors asdeclassified Board of Directors, which means all of the directors nominees for director and the Board of Directors has approvedare voted on every year at the Annual Meeting of Shareholders. their nomination for election. Two of our current directors,

Messrs. Bernhardt and Reinsch, will be retiring at our 2015If any director is unable to stand for election, the Board of Annual Meeting of Shareholders in accordance with ourDirectors may reduce the number of directors or designate a Principles for Corporate Governance. Therefore, they are notsubstitute. In that case, shares represented by proxies may be nominated for re-election.voted for a substitute director. We do not expect that anynominee will be unavailable or unable to serve. The Corporate

Independent DirectorExecutive Director

*Committee Chair

Corporate Governance,Nuclear Oversight

HARRIS E.DELOACH, JR.

Corporate Governance,Nuclear Oversight

DANIEL R. DIMICCO

Finance & RiskManagement,

Nuclear Oversight

JOHN H. FORSGREN

Chairman of the BoardCorporate Governance*,

Compensation, Finance &Risk Management

ANN MAYNARD GRAY

Nuclear Oversight,Regulatory Policy &

Operations

JOHN T. HERRON

Audit, Compensation*,Corporate Governance

E. MARIE MCKEE

Nuclear Oversight,Regulatory Policy &

Operations

RICHARD A. MESERVE

Corporate Governance,Finance & Risk

Management, RegulatoryPolicy & Operations

WILLIAM E. KENNARD

Nuclear Oversight*,Regulatory Policy &

Operations

JAMES T. RHODES

Audit*, Compensation,Regulatory Policy &

Operations

CARLOS A. SALADRIGAS

Audit, CorporateGovernance, Finance &

Risk Management

MICHAEL G. BROWNING

Diverse backgrounds

Broad business experience

Wide range of skills to addressDuke Energy’s evolving businessneeds

Responsive to shareholders

Industry expertise

Board NomineesLYNN J. GOOD

Vice Chairman,President and CEO

Audit, Compensation,Finance & RiskManagement*

JAMES H. HANCE, JR.

Audit, Finance & RiskManagement, Regulatory

Policy & Operations*

JAMES B. HYLER, JR.

DUKE ENERGY – 2015 Proxy Statement 11

PROPOSAL 1:

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PROPOSAL 1: ELECTION OF DIRECTORS

Independent Director Nominee

Age: 68Director of Mr. Browning’s qualifications for election Audit CommitteeDuke Energy since include his management experience and his Corporate Governance2006 knowledge and understanding of CommitteeChairman, Browning Duke Energy’s Midwest service territory. Finance and Risk ManagementConsolidated, LLC Mr. Browning’s financial and investment Committee

expertise adds a valuable perspective to theBoard and its committees.

None

Mr. Browning has been Chairman of Browning Consolidated, LLC (and its predecessor), a real estate development firm, since1981 and served as President from 1981 until 2013. He also serves as owner, general partner or managing member ofvarious real estate entities. Mr. Browning is a former director of Standard Management Corporation, Conseco, Inc. andIndiana Financial Corporation.

Independent Director Nominee

Age: 70Director of Mr. DeLoach’s qualifications for election Corporate GovernanceDuke Energy since include his knowledge of the environmental Committee2012 regulations, particularly in Duke Energy’s Nuclear Oversight CommitteeExecutive Chairman, South Carolina service territory, as a resultSonoco Products of his experience leading a public companyCompany with global manufacturing operations Sonoco Products Company

headquartered in South Carolina. Hisfamiliarity with the economic and businessdevelopment issues facing the communitieswe serve is also extremely valuable to theBoard and its committees. As a formerpracticing attorney and a board member ofother public and privately held companies,he also brings in-depth legal and boardgovernance experience.

Mr. DeLoach has served as Executive Chairman of Sonoco Products Company, a manufacturer of paperboard and paper andplastic packaging products, since March 2013. He previously served as Chief Executive Officer of Sonoco Products Companyfrom July 2000 to March 2013 and Chairman of the Sonoco Products Board of Directors from April 2005 to March 2013.Prior to joining Sonoco Products in 1986, Mr. DeLoach was in a private law practice and served as an outside counsel toSonoco Products for 15 years.

Director Experience: IndustryLeadership Finance Regulatory/Government EnvironmentalLegal Risk Management

12 DUKE ENERGY – 2015 Proxy Statement

Michael G. Browning

Skills and Qualifications: Committees:• •

Other current publicdirectorships:•

Harris E. DeLoach, Jr.

Skills and Qualifications: Committees:• •

•Other current publicdirectorships:•

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PROPOSAL 1: ELECTION OF DIRECTORS

Independent Director Nominee

Age: 64Director of Mr. DiMicco’s qualifications for election Corporate GovernanceDuke Energy since include his management experience, Committee2007 including Chief Executive Officer of a Nuclear Oversight CommitteeChairman Emeritus, Fortune 500 company and successfullyRetired President and operating a company serving manyChief Executive Officer, constituencies. In addition, Mr. DiMicco’s NoneNucor Corporation experience as Chief Executive Officer of a

large industrial corporation provides avaluable perspective on Duke Energy’sindustrial customer class as well asextensive knowledge of the environmentalregulations in Duke Energy’s Carolinas andMidwest territories.

Mr. DiMicco has served as Chairman Emeritus of Nucor Corporation, a steel company, since December 2013. From January2013 until December 2013, Mr. DiMicco served as Executive Chairman of Nucor Corporation and as Chairman from May2006 to December 2012, Chief Executive Officer from September 2000 to December 2012 and President from September2000 to December 2010. He was a member of the Nucor Board of Directors from 2000 to 2013. Mr. DiMicco is a formerchair of the American Iron and Steel Institute.

Independent Director Nominee

Age: 68Director of As a former Vice Chairman and Chief Finance and Risk ManagementDuke Energy since Financial Officer of a large utility company, Committee2009 Mr. Forsgren’s qualifications for election Nuclear Oversight CommitteeRetired Vice Chairman, include financial and risk managementExecutive Vice expertise as well as extensive knowledge ofPresident and Chief the energy industry, the regulatory The Phoenix Companies, Inc.Financial Officer, environment within the industry and insightNortheast Utilities on renewable energy.

Mr. Forsgren has been Chairman of The Phoenix Companies, Inc. since 2013 and was Vice Chairman, Executive VicePresident and Chief Financial Officer of Northeast Utilities from 1996 until his retirement in 2004. He is a former director ofCuraGen Corporation and Neon Communications Group, Inc.

Director Experience: IndustryLeadership Finance Regulatory/Government EnvironmentalLegal Risk Management

DUKE ENERGY – 2015 Proxy Statement 13

Daniel R. DiMicco

Skills and Qualifications: Committees:• •

•Other current publicdirectorships:•

John H. Forsgren

Skills and Qualifications: Committees:• •

•Other current publicdirectorships:•

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PROPOSAL 1: ELECTION OF DIRECTORS

Non-Independent Director NomineeVice Chairman of the Board

Age: 55Director of Ms. Good is our Chief Executive Officer and NoneDuke Energy since was previously our Chief Financial Officer.2013 Her knowledge of the affairs of Duke EnergyVice Chairman, and its business and her experience in the Hubbell IncorporatedPresident and Chief energy industry provide valuable resourcesExecutive Officer, for the Board.Duke EnergyCorporation

Ms. Good has served as Vice Chairman, President, Chief Executive Officer and a member of the Board of Directors ofDuke Energy since July 2013. She served as Executive Vice President and Chief Financial Officer of Duke Energy from July2009 through June 2013.

Independent Director NomineeChairman of the Board

Age: 69Director of Ms. Gray’s qualifications for election include Compensation CommitteeDuke Energy since her business experience, both from a Corporate Governance1997 management perspective and as a result of CommitteeRetired Vice President, her experience as a director at several Finance and Risk ManagementABC, Inc. and public companies. Ms. Gray’s public CommitteePresident, Diversified company experience has also given herPublishing Group, in-depth knowledge of governanceABC, Inc. principles, which she utilizes on a variety of The Phoenix Companies, Inc.

matters, including, among other things,succession planning, executivecompensation and corporate governance.

Ms. Gray was President of Diversified Publishing Group of ABC, Inc., a television, radio and publishing company, from 1991until 1997 and was a Corporate Vice President of ABC, Inc. and its predecessors from 1979 to 1998. Ms. Gray is a formerdirector of Elan Corporation, plc and former trustee of JPMorgan Funds.

Director Experience: IndustryLeadership Finance Regulatory/Government EnvironmentalLegal Risk Management

14 DUKE ENERGY – 2015 Proxy Statement

Lynn J. Good

Skills and Qualifications: Committees:• •

Other current publicdirectorships:•

Ann Maynard Gray

Skills and Qualifications: Committees:• •

Other current publicdirectorships:•

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PROPOSAL 1: ELECTION OF DIRECTORS

Independent Director Nominee

Age: 70Director of Mr. Hance’s qualifications for election Audit CommitteeDuke Energy since include his management and financial Compensation Committee2005 experience as Vice Chairman and Chief Finance and Risk ManagementRetired Vice Chairman Financial Officer of one of our nation’s Committeeand Chief Financial largest financial institutions, his broadOfficer, Bank of background as a director of a number ofAmerica Corporation large financial and industrial corporations, Acuity Brands, Inc.

and his expertise in finance and risk Cousins Properties Incorporatedmanagement. Ford Motor Company

The Carlyle Group, LP

Mr. Hance was Vice Chairman of Bank of America from 1993 until his retirement in 2005 and served as Chief Financial Officerfrom 1988 to 2004. Since retiring in 2005, Mr. Hance has served as a director for various public companies. He is a certifiedpublic accountant and spent 17 years with Price Waterhouse (now PricewaterhouseCoopers LLP). He is a former director ofBank of America, Rayonier Inc., Morgan Stanley, EnPro Industries, Inc. and Sprint-Nextel Corporation. Mr. Hance also servesas an operating executive of The Carlyle Group, LP and is a member of its board of directors.

Independent Director Nominee

Age: 61Director of Mr. Herron’s qualifications for election Nuclear Oversight CommitteeDuke Energy since include his knowledge and extensive insight Regulatory Policy and2013 gained as a senior executive in the utility Operations CommitteeRetired President, industry, including his three decades ofChief Executive Officer experience in nuclear energy. Duringand Chief Nuclear Mr. Herron’s career, he has gained NoneOfficer, Entergy significant regulatory and risk managementNuclear expertise, which is an asset to the Board

and its committees.

Mr. Herron was President, Chief Executive Officer and Chief Nuclear Officer of Entergy Nuclear from 2009 until his retirementin 2013. Mr. Herron joined Entergy Nuclear in 2001 and held a variety of positions. He began his career in nuclear operationsin 1979 and has held positions at a number of nuclear stations across the country. Mr. Herron is a director of Ontario PowerGeneration and also has served on the Institute of Nuclear Power Operations’ board of directors.

Director Experience: IndustryLeadership Finance Regulatory/Government EnvironmentalLegal Risk Management

DUKE ENERGY – 2015 Proxy Statement 15

James H. Hance, Jr.

Skills and Qualifications: Committees:• •

••

Other current publicdirectorships:••••

John T. Herron

Skills and Qualifications: Committees:• •

Other current publicdirectorships:•

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PROPOSAL 1: ELECTION OF DIRECTORS

Independent Director Nominee

Age: 67Director of Mr. Hyler’s qualifications for election include Audit CommitteeDuke Energy since his understanding of Duke Energy’s North Finance and Risk Management2012 Carolina service territory and his knowledge CommitteeManaging Director, and expertise in financial services, corporate Regulatory Policy andMorehead Capital finance and risk management. Operations CommitteeManagement, LLC

None

Mr. Hyler is Managing Director of Morehead Capital Management, LLC, a firm which invests in and acquires companies invarious industries, since December 2011. He retired as Vice Chairman and Chief Operating Officer of First Citizens Bank in2008, having served in these positions from 1994 until 2008. Mr. Hyler was President of First Citizens Bank from 1988 to1994 and was Chief Financial Officer of First Citizens Bank from 1980 to 1988. Prior to joining First Citizens Bank, Mr. Hylerwas an auditor with Ernst & Young for 10 years. Mr. Hyler served as a director of First Citizens BancShares from 1988 until2008.

Independent Director Nominee

Age: 58Director of Mr. Kennard’s qualifications for election Corporate GovernanceDuke Energy since include his considerable experience and Committee2014 knowledge of the regulatory arena, as well Finance and Risk ManagementNon-Executive as his financial knowledge, legal knowledge CommitteeChairman, Velocitas and international perspective. As former Regulatory Policy andPartners, LLC Chairman of the Federal Communications Operations Committee

Commission, Mr. Kennard also has a greatdeal of expertise in technology, which isextremely valuable to the Board and its AT&T Inc.committees. Ford Motor Company

MetLife, Inc.

Mr. Kennard is Non-Executive Chairman of Velocitas Partners, LLC, an asset management and advisory firm, since November2014, as well as a member of the Operating Executive Committee of Staple Street Capital, a private equity firm. Prior tojoining Velocitas Partners, LLC, Mr. Kennard served as Senior Advisor at Grain Management from October 2013 to November2014; U.S. Ambassador to the European Union from 2009 to August 2013; Managing Director of The Carlyle Group from2001 to 2009; and Chairman of the Federal Communications Commission from 1997 to 2001. Mr. Kennard holds a lawdegree from Yale Law School.

Director Experience: IndustryLeadership Finance Regulatory/Government EnvironmentalLegal Risk Management

16 DUKE ENERGY – 2015 Proxy Statement

James B. Hyler, Jr.

Skills and Qualifications: Committees:• •

Other current publicdirectorships:•

William E. Kennard

Skills and Qualifications: Committees:• •

Other current publicdirectorships:•••

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PROPOSAL 1: ELECTION OF DIRECTORS

Independent Director Nominee

Age: 64Director of Ms. McKee’s qualifications for election Audit CommitteeDuke Energy since include her experience in human resources, Compensation Committee2012 which provides her with a thorough Corporate GovernanceRetired Senior Vice knowledge of employment and CommitteePresident, Corning compensation practices. Her priorIncorporated experience as a senior executive of Corning

Incorporated has also given her excellent Noneoperating skills and an understanding offinancial matters.

Ms. McKee is a retired Senior Vice President of Corning Incorporated, a manufacturer of components for high-technologysystems for consumer electronics, mobile emissions controls, telecommunications and life sciences. Ms. McKee has over35 years of experience at Corning, where she held a variety of management positions with increasing levels of responsibility,including Senior Vice President of Human Resources from 1996 to 2010; President of Steuben Glass; and President of TheCorning Museum of Glass and The Corning Foundation from 1998 to 2014.

Independent Director Nominee

Age: 70Director of Dr. Meserve’s qualifications for election Nuclear Oversight CommitteeDuke Energy since include technical, legal, regulatory and Regulatory Policy and2015 public policy expertise in numerous areas, Operations CommitteePresident Emeritus, including nuclear power, energy policy,Carnegie Institution for environmental and climate change, as wellScience as leadership and business skills developed Pacific Gas and Electric

as an executive and a director of, and an Companyadvisor to, national and internationalscientific, research and legal organizations.

Dr. Meserve is President Emeritus of the Carnegie Institution for Science and has held that position since April 2003. He hasserved on a part-time basis as Senior of Counsel to the international law firm of Covington & Burling LLP since April 2004.Prior to joining the Carnegie Institution for Science, Dr. Meserve was Chairman of the U.S. Nuclear Regulatory Commission.He also served as a partner at the law firm of Covington & Burling LLP. He previously served as a member of the Blue RibbonCommission on America’s Nuclear Future (chartered by the Secretary of Energy) from 2010 to 2012, as legal counsel toPresident Carter’s science and technology advisor, and as a law clerk to Justice Harry A. Blackmun of the U.S. SupremeCourt. Dr. Meserve is Chairman of the International Nuclear Safety Group, which is chartered by the International AtomicEnergy Agency. He currently is co-chairman of the U.S. Department of Energy’s Nuclear Energy Advisory Committee and amember of the Secretary of Energy Advisory Board.

Director Experience: IndustryLeadership Finance Regulatory/Government EnvironmentalLegal Risk Management

DUKE ENERGY – 2015 Proxy Statement 17

E. Marie McKee

Skills and Qualifications: Committees:• •

••

Other current publicdirectorships:•

Richard A. Meserve

Skills and Qualifications: Committees:• •

Other current publicdirectorships:•

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PROPOSAL 1: ELECTION OF DIRECTORS

Independent Director Nominee

Age: 73Director of Dr. Rhodes’ qualifications for election Nuclear Oversight CommitteeDuke Energy since include his management experience as Regulatory Policy and2001 Chief Executive Officer of a large non-profit Operations CommitteeRetired Chairman, organization in the energy industry, as wellPresident and Chief as his in-depth knowledge of the energyExecutive Officer, and nuclear industry and expertise in risk NoneInstitute of Nuclear management.Power Operations

Dr. Rhodes was Chairman and Chief Executive Officer of the Institute of Nuclear Power Operations, a non-profit corporationpromoting safety, reliability and excellence in nuclear plant operation, from 1998 to 1999 and Chairman, President and ChiefExecutive Officer from 1999 until his retirement in 2001.

Independent Director Nominee

Age: 66Director of Mr. Saladrigas’ qualifications for election Audit CommitteeDuke Energy since include his extensive expertise in the human Compensation Committee2012 resources, financial services and accounting Regulatory Policy andChairman, Regis HR arenas, as well as his understanding of Operations CommitteeGroup, and Chairman, Duke Energy’s Florida service territory.Concordia HealthcareHoldings, LLC Advance Auto Parts, Inc.

Mr. Saladrigas is Chairman of Regis HR Group, which offers a full suite of outsourced human resources services to small andmid-sized businesses. He has served in this position since July 2008. Mr. Saladrigas also serves as Chairman of ConcordiaHealthcare Holdings, LLC, which specializes in managed behavioral health, since January 2011. He served as Vice Chairman,from 2007 to 2008, and Chairman, from 2002 to 2007, of Premier American Bank in Miami, Florida. Mr. Saladrigas served asChief Executive Officer of ADP Total Source (previously the Vincam Group, Inc.) from 1984 to 2002.

Majority Voting for the Election of DirectorsUnder the Amended and Restated By-Laws, in an uncontested Corporate Governance Committee of the Company’s Board ofelection at which a quorum is present, a director-nominee will Directors.be elected if the number of shares voted ‘‘FOR’’ the nominee’s

In contested elections, Directors will continue to be elected byelection exceeds the number of votes withheld from thatplurality vote. For purposes of the Amended and Restatednominee’s election. In addition, the Company has a resignationBy-Laws, a ‘‘contested election’’ is an election in which thepolicy in its Principles for Corporate Governance which requiresnumber of nominees for director is greater than the number ofan incumbent Director who has more votes withheld from thatdirectors to be elected.nominee’s re-election than votes ‘‘FOR’’ his or her re-election to

tender his or her letter of resignation for consideration by the

Director Experience: IndustryLeadership Finance Regulatory/Government EnvironmentalLegal Risk Management

18 DUKE ENERGY – 2015 Proxy Statement

James T. Rhodes

Skills and Qualifications: Committees:• •

Other current publicdirectorships:•

Carlos A. Saladrigas

Skills and Qualifications: Committees:• •

••

Other current publicdirectorships:•

The Board of Directors Recommends a Vote ‘‘FOR’’ Each Nominee.

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Our Board Leadership

Our Board of Directors is currently structured with an a particular point in time, including whether the same individualindependent Chairman of the Board and a separate Vice should serve as both Chief Executive Officer and Chairman ofChairman who is also our President and Chief Executive Officer. the Board, or whether the roles should be separate. In the eventOn December 31, 2013, Ann Maynard Gray, previously the that the Board of Directors determines that the same individualCompany’s independent lead director, became Chairman of the should hold the positions of Chief Executive Officer andBoard. Our President and Chief Executive Officer, Lynn Good, Chairman of the Board, the Company’s Principles for Corporateassumed the role of Vice Chairman in July 2013. Governance provide for an independent lead director to be

appointed from among the independent directors.The Board of Directors believes that the Company and itsshareholders are best served by the Board retaining discretion Our independent Chairman of the Board presides at theto determine the appropriate leadership structure for the regularly scheduled executive sessions of the non-Company based on what it believes is best for the Company at management/independent directors.

Director Attendance

The Board of Directors of Duke Energy met 11 times during the committees upon which he or she served in 2014. Directors2014 and has met 4 times so far in 2015. The overall are encouraged to attend the Annual Meeting of Shareholders.attendance percentage for our directors was approximately All members of the Board of Directors attended Duke Energy’s98% in 2014, and no director attended less than 75% of the last Annual Meeting of Shareholders on May 1, 2014.total of the Board of Directors’ meetings and the meetings of

Independence of Directors

The Board of Directors may determine a director to be In making the determination regarding each director’sindependent if the Board of Directors has affirmatively independence, the Board of Directors considered alldetermined that the director has no material relationship with transactions and the materiality of any relationship with DukeDuke Energy or its subsidiaries (references in this proxy Energy and its subsidiaries in light of all facts andstatement to Duke Energy’s subsidiaries shall mean its circumstances. In December 2013 and January 2014, theconsolidated subsidiaries), either directly or as a shareholder, Company and the Duke Energy Foundation, respectively,director, officer or employee of an organization that has a entered into agreements with the North Carolina Chapter of Therelationship with Duke Energy or its subsidiaries. Independence Nature Conservancy, for whom Mr. Bernhardt is a trustee, todeterminations are generally made on an annual basis at the sponsor research on coastal conservation and adaptation intime the Board of Directors approves director nominees for the Company’s North and South Carolina service territories.inclusion in the proxy statement and, if a director joins the The Board of Directors determined that this relationship wasBoard of Directors in the interim, at such time. not material and did not impair Mr. Bernhardt’s independence

because the agreements were made without any direct inputThe Board of Directors also considers its Standards for from Mr. Bernhardt, and the associated project work hasAssessing Director Independence, which set forth certain fulfilled, in part, the Company’s obligation to make certainrelationships between Duke Energy and directors and their charitable contributions in the Duke Energy Progress, Inc.immediate family members, or affiliated entities, that the Board service territory in accordance with a merger commitmentof Directors, in its judgment, has deemed to be immaterial for associated with the Company’s merger with Progress Energy,purposes of assessing a director’s independence. Duke Inc.Energy’s Standards for Assessing Director Independence arelinked on our website at www.duke-energy.com/corporate- The Board of Directors has determined that none of thegovernance/board-of-directors/independence.asp. In the directors, other than Ms. Good, has a material relationship withevent a director has a relationship with Duke Energy that is not Duke Energy or its subsidiaries, and all are, therefore,addressed in the Standards for Assessing Director independent under the listing standards of the NYSE and theIndependence, the independent members of the Board of rules and regulations of the SEC.Directors determine whether such relationship is material.

DUKE ENERGY – 2015 Proxy Statement 19

INFORMATION ON THE BOARD OF DIRECTORS

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INFORMATION ON THE BOARD OF DIRECTORS

Board and Committee Assessments

Each year the Board, with the assistance of the Corporate candidness among the directors. The results of the feedbackGovernance Committee, conducts an assessment of the Board are presented to the Board and Committees and discussed.of Directors and each of the Committees. The assessment This annual review and discussion provides continuousprocess is facilitated by an independent adviser, which allows improvement in the overall effectiveness of the Directors,directors to provide anonymous feedback and promotes Committees and Board.

Board Oversight of Risk

The Company faces a myriad of risks, including operational, reviews the Company’s approach to managing and prioritizingfinancial and reputational risks that affect every segment of its those risks, based on input from the officers responsible forbusiness. The Board of Directors is actively involved in the their management.oversight of these risks in several ways. This oversight is

Each committee of the Board is responsible for the oversight ofconducted primarily through the Finance and Riskcertain areas of risk that pertain to that committee’s area ofManagement Committee of the Board but also through thefocus. Throughout the year, each committee chair regularlyother committees of the Board, as appropriate. The Board ofreports to the full Board regarding the committee’sDirectors annually reviews the Company’s enterprise riskconsiderations and actions relating to the risks within its area ofassessment with management, including the Chief Risk Officer.focus.This detailed risk assessment identifies the broad range of risks

that affect the Company, their probabilities and severity and

Board of Directors

Audit Committee Compensation Committee

Finance & Risk Management Committee

Nuclear Oversight Committee

Corporate Governance Committee

Oversees risks related to financial reporting

Oversees risks related to internal controls,compliance and legal matters

■ The Board of Directors oversees all operational and reputational risk withoversight of specific risks undertaken within the committee structure.

Oversees risks related to the Company’s workforce and compensation practices

Oversees risks related to nuclear operations,regulations and safety

Oversees financial risks including market, liquidityand credit risks

Oversees risks related to major projects

Oversees cybersecurity risks

Oversees risks related to management succession

Oversees risks related to director independenceand related person transactions

Regulatory Policy & Operations Committee Oversees risks related to the Company’s operations, including environmental, health and safety

Oversees risks related to public policy andpolitical activities

RISK MANAGEMENT OVERSIGHT STRUCTURE

20 DUKE ENERGY – 2015 Proxy Statement

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INFORMATION ON THE BOARD OF DIRECTORS

Shareholder Engagement

We conduct extensive governance reviews and investor outreach so that management and the Board understand and consider theissues that matter most to our shareholders and address them effectively. In 2014, we further expanded our outreach to include aformal outreach program to the holders of approximately 25% of Duke Energy’s shares throughout the year.

During the 2014 corporate governance engagement program, the Company discussed, among other issues, board structure anddirector refreshment, as well as the shareholder proposals which were voted on at the 2014 Annual Meeting of Shareholders,including the right for shareholders to call a special shareholder meeting, and political contribution disclosure. The Board ofDirectors, after considering the feedback it received on these issues, amended Duke Energy’s Amended and Restated By-Laws togive shareholders holding 15% of the outstanding shares of Duke Energy common stock the right to call a special shareholdermeeting. The Company has also committed to make changes to its disclosure of political contributions on the Company’s websiteas well as to increase disclosure regarding the Board’s oversight of the Company’s political activity.

Summer SpringFall Winter

Spring

Annual Meeting

Shareholders of

Corporate Governance Committee reviews the

feedback from the fall shareholder meetings

and discusses the Company’s corporate

governance practicesin light of

those discussions.

The Company meets with shareholders to discuss the

our corporate governance practices and to listen to the concerns and priorities of our shareholders relating to the

Company’s corporate governance and executive compensation practices.

The Companymeets again withits shareholders to discuss the matters

being voted on atthe upcoming

Annual Meetingof Shareholders.

Corporate Governance Committee reviews

shareholder votes at our most recent annual

meeting as well as the results at other annual meetings across the

nation in order to stay in touch with current

governance practices.

DUKE ENERGY – 2015 Proxy Statement 21

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INFORMATION ON THE BOARD OF DIRECTORS

Board of Directors Committees

The Board of Directors has the six standing, permanent committees described below:

Audit Committee9 meetings held in 2014

Committee MembersCarlos A. Saladrigas, ChairpersonMichael G. BrowningJames H. Hance, Jr.James B. Hyler, Jr.E. Marie McKee

The Audit Committee considers risks and matters related to financial reporting, internal controls and compliance. As part of thoseresponsibilities, the Audit Committee selects and retains a firm of independent public accountants to conduct audits of theaccounts of Duke Energy and its subsidiaries. It also reviews with the independent public accountant the scope and results oftheir audits, as well as the accounting procedures, internal controls, and accounting and financial reporting policies and practicesof Duke Energy and its subsidiaries, and makes reports and recommendations to the Board of Directors as it deems appropriate.The Audit Committee is responsible for approving all audit and permissible non-audit services provided to Duke Energy by itsindependent public accountant. Pursuant to this responsibility, the Audit Committee adopted the policy on Engaging theIndependent Auditor for Services, which provides that the Audit Committee will establish detailed services and related fee levelsthat may be provided by the independent public accountant and will review such policy annually. See page 34 for additionalinformation on the Audit Committee’s pre-approval policy.

The Board of Directors has determined that Messrs. Hance and Saladrigas are ‘‘audit committee financial experts’’ as such term isdefined in Item 407(d)(5)(ii) of Regulation S-K. See pages 15 and 18 for a description of Messrs. Hance’s and Saladrigas’ businessexperience.

Each of the members has been determined to be ‘‘independent’’ within the meaning of the NYSE’s listing standards, Rule 10A-3of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’) and the Company’s Standards for Assessing DirectorIndependence. In addition, each of the members meets the financial literacy requirements for audit committee membership underthe NYSE’s rules and the rules and regulations of the SEC.

22 DUKE ENERGY – 2015 Proxy Statement

Carlos A. Saladrigas

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INFORMATION ON THE BOARD OF DIRECTORS

Compensation Committee8 meetings held in 2014

Committee MembersE. Marie McKee, ChairpersonAnn Maynard GrayJames H. Hance, Jr.Carlos A. Saladrigas

The Compensation Committee establishes and reviews the overall compensation philosophy of the Company, confirms that ourpolicies and philosophy do not encourage excess or inappropriate risk-taking by our employees, reviews and approves thesalaries and other compensation of certain employees, including all executive officers of Duke Energy, reviews and approvescompensatory agreements with executive officers, approves equity grants and reviews the effectiveness of, and approveschanges to, compensation programs. This committee also makes recommendations to the Board of Directors on compensationfor independent directors.

Management’s role in the compensation-setting process is to recommend compensation programs and assemble information asrequired by the committee. When establishing the compensation program for our named executive officers, the committeeconsiders input and recommendations from management, including Ms. Good, who attends the Compensation Committeemeetings.

This committee has engaged Frederic W. Cook & Company, Inc. as its independent compensation consultant. The compensationconsultant generally attends each committee meeting and provides advice to the committee at the meetings, including reviewingand commenting on market compensation data used to establish the compensation of the executive officers and directors. Theconsultant has been instructed that it shall provide completely independent advice to the committee and is not permitted toprovide any services to Duke Energy other than at the direction of the committee.

Each of the members of the Compensation Committee has been determined to be ‘‘independent’’ within the meaning of theNYSE’s listing standards, Rule 10C-1(b) of the Exchange Act, and the Company’s Standards for Assessing DirectorIndependence; to be ‘‘outside directors’’ within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended(the ‘‘Internal Revenue Code’’); and, to be ‘‘non-employee directors’’ within the meaning of Rule 16b-3 of the Exchange Act.

DUKE ENERGY – 2015 Proxy Statement 23

E. Marie McKee

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INFORMATION ON THE BOARD OF DIRECTORS

Corporate Governance Committee7 meetings held in 2014

Committee MembersAnn Maynard Gray, ChairpersonMichael G. BrowningHarris E. DeLoach, Jr.Daniel R. DiMiccoWilliam E. KennardE. Marie McKee

The Corporate Governance Committee considers risks and matters related to corporate governance and formulates andperiodically revises governance principles. It recommends the size and composition of the Board of Directors and its committeesand recommends potential successors to the Chief Executive Officer. This committee also recommends to the Board of Directorsthe slate of nominees, including any nominees recommended by shareholders, for director for each year’s annual meeting ofshareholders and, when vacancies occur, names of individuals who would make suitable directors of Duke Energy. Thiscommittee may engage an external search firm or a third party to identify or evaluate or to assist in identifying or evaluating apotential nominee. The committee also performs an annual evaluation of the performance of the Chief Executive Officer with inputfrom the full Board of Directors. The Committee also assists the Board in its annual determination of director independence andreview of any related person transactions.

Each of the members of the Corporate Governance Committee has been determined to be ‘‘independent’’ within the meaning ofthe NYSE’s listing standards and the Company’s Standards for Assessing Director Independence.

Finance and Risk Management Committee5 meetings held in 2014

Committee MembersJames H. Hance, Jr., ChairpersonMichael G. BrowningJohn H. ForsgrenAnn Maynard GrayJames B. Hyler, Jr.William E. KennardE. James Reinsch

The Finance and Risk Management Committee is primarily responsible for the oversight of financial risk and enterprise level riskassessment at the Company. This oversight function includes reviews of Duke Energy’s financial and fiscal affairs andrecommendations to the Board of Directors regarding dividends, financing and fiscal policies, and significant transactions. Itreviews the financial exposure of Duke Energy, as well as mitigation strategies, reviews Duke Energy’s risk exposure as related tooverall company portfolio and impact on earnings, and reviews the financial impacts of major projects as well as capitalexpenditures.

24 DUKE ENERGY – 2015 Proxy Statement

Ann Maynard Gray

James H. Hance, Jr.

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INFORMATION ON THE BOARD OF DIRECTORS

Nuclear Oversight Committee6 meetings held in 2014

Committee MembersJames T. Rhodes, ChairpersonG. Alex Bernhardt, Sr.Harris E. DeLoach, Jr.Daniel R. DiMiccoJohn H. ForsgrenJohn T. HerronRichard A. MeserveE. James Reinsch

The Nuclear Oversight Committee provides oversight of the nuclear safety, operational performance and long-term plans andstrategies of Duke Energy’s nuclear power program. The oversight role is one of review, observation and comment and in no wayalters management’s authority, responsibility or accountability. At least annually, the Nuclear Oversight Committee visits each ofDuke Energy’s operating nuclear power stations and reviews the station’s nuclear safety, operational and financial performance.

Regulatory Policy and Operations Committee12 meetings held in 2014

Committee MembersJames B. Hyler, Jr., ChairG. Alex Bernhardt, Sr.John T. HerronWilliam E. KennardRichard A. MeserveJames T. RhodesCarlos A. Saladrigas

The Regulatory Policy and Operations Committee provides oversight of Duke Energy’s regulatory strategy and environmental,health and safety issues and the risks related to such issues, including our ash management strategy, as well as the public policiesand practices of Duke Energy. This includes reviewing Duke Energy’s regulatory approach to strategic initiatives, the operationalperformance of Duke Energy’s utilities with regard to energy supply, delivery, fuel procurement and transportation and makingvisits to Duke Energy’s generation facilities. It is also responsible for the oversight of Duke Energy’s environmental, health andsafety goals and policies as well as its policies and practices with respect to its political activities and community affairs.

Each committee operates under a written charter adopted by the Board of Directors. The charters are posted on ourwebsite at www.duke-energy.com/corporate-governance/board-committee-charters.asp.

DUKE ENERGY – 2015 Proxy Statement 25

James T. Rhodes

James B. Hyler, Jr.

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INFORMATION ON THE BOARD OF DIRECTORS

BOARD OF DIRECTORS COMMITTEE MEMBERSHIP ROSTER (AS OF MARCH 26, 2015)

Corporate Finance and Risk Nuclear Regulatory Policy andName Audit Compensation Governance Management Oversight Operations

G. Alex Bernhardt, Sr.(1) X XMichael G. Browning X X XHarris E. DeLoach, Jr. X XDaniel R. DiMicco X XJohn H. Forsgren X XLynn J. GoodAnn Maynard Gray X X* XJames H. Hance, Jr. X X X*John T. Herron X XJames B. Hyler, Jr. X X X*William E. Kennard X X XE. Marie McKee X X* XRichard A. Meserve X XE. James Reinsch(1) X XJames T. Rhodes X* XCarlos A. Saladrigas X* X X* Committee Chair

(1) Retiring at the 2015 Annual Meeting of Shareholders.

26 DUKE ENERGY – 2015 Proxy Statement

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The following is the report of the Corporate Governance Committee with respect to its philosophy, responsibilities and initiatives.

Philosophy and Responsibilities

We believe that sound corporate governance has three Responsibilities. The Committee’s responsibilities include,components: (i) Board of Directors’ independence, (ii) processes among other things (i) implementing policies regardingand practices that foster solid decision-making by both corporate governance matters, (ii) assessing the Board ofmanagement and the Board of Directors, and (iii) balancing the Directors’ membership needs and recommending nominees,interests of all of our stakeholders – our investors, customers, (iii) recommending to the Board of Directors those directors toemployees, the communities we serve and the environment. The be selected for membership on, or removal from, the variousCorporate Governance Committee’s charter is available on Board of Directors’ committees and those directors to beour website at www.duke-energy.com/corporate-governance/ designated as chairs of Board of Directors’ committees, andboard-committee-charters/corporate-governance.asp and is (iv) sponsoring and overseeing annual performance evaluationssummarized below. Additional information about the Corporate for the various Board of Directors’ committees, including theGovernance Committee and its members is detailed on Corporate Governance Committee, the Board of Directors andpage 24 of the proxy statement. the Chief Executive Officer. The Committee may also conduct

or authorize investigations into or studies of matters within theMembership. The Committee must be comprised of three or scope of the Committee’s duties and responsibilities, and maymore members, all of whom must qualify as independent retain, at the Company’s expense, and in the Committee’s soledirectors under the listing standards of the NYSE and other discretion, consultants to assist in such work as the Committeeapplicable rules and regulations. deems necessary.

Governance Policies

All of our Board of Directors committee charters, as well as our our Code of Business Ethics for Employees with respect toPrinciples for Corporate Governance, Code of Business Ethics for executive officers or Code of Business Conduct & Ethics forEmployees and Code of Business Conduct & Ethics for Directors Directors must be approved by the Board and will be posted onare available on our website at www.duke-energy.com/investors/ our website. During 2014, our Board of Directors held 5 executivecorporate-governance.asp. Any amendments to or waivers from sessions with independent directors only.

Board Composition

Director Qualifications. We look for the following characteristics complex organization such as a corporation, university or majorin any candidate for nomination to our Board of Directors: unit of government, or a professional who regularly advises such

organizations;fundamental qualities of intelligence, perceptiveness, goodjudgment, maturity, high ethics and standards, integrity and no conflict of interest or legal impediment which would interferefairness; with the duty of loyalty owed to Duke Energy and its

shareholders;a genuine interest in Duke Energy and a recognition that, as amember of the Board of Directors, one is accountable to the the ability and willingness to spend the time required to functionshareholders of Duke Energy, not to any particular interest effectively as a director;group;

compatibility and ability to work well with other directors anda background that includes broad business experience or executives in a team effort with a view to a long-term relationshipdemonstrates an understanding of business and financial affairs with Duke Energy as a director;and the complexities of a large, multifaceted, global business

independent opinions and willingness to state them in aorganization;constructive manner; and,

diversity among the existing Board members, including racialwillingness to become a shareholder of Duke Energy (within aand ethnic background, gender, experiences, skills andreasonable time of election to the Board of Directors).qualifications;

Director Candidate Recommendations. The Committee maypresent or former chief executive officer, chief operating officer,engage a third party from time to time to assist it in identifying andor substantially equivalent level executive officer of a highly

DUKE ENERGY – 2015 Proxy Statement 27

REPORT OF THE CORPORATE GOVERNANCECOMMITTEE

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

evaluating director-nominee candidates, in addition to current any information regarding the recommended nominee relevantmembers of the Board of Directors standing for re-election. The to a determination of whether the recommended nomineeCommittee will provide the third party, based on the profile would be considered independent under the applicable NYSEdescribed above, the characteristics, skills and experiences that rules and SEC rules and regulations;may complement those of our existing members. The third party

a description of any business or personal relationship betweenwill then provide recommendations for nominees with suchthe recommended nominee and the recommendingattributes. The Committee considers nominees recommended byshareholder(s), including all arrangements or understandingsshareholders on a similar basis, taking into account, among otherbetween the recommended nominee and the recommendingthings, the profile criteria described above and the nominee’sshareholder(s) and any other person(s) (naming such person(s))experiences and skills. In addition, the Committee considers thepursuant to which the nomination is to be made by theshareholder-nominee’s independence with respect to both therecommending shareholder(s);Company and the recommending shareholder. All of the nominees

on the proxy card are current members of our Board of Directors a statement, signed by the recommended nominee, (i) verifyingand were recommended by the Committee. the accuracy of the biographical and other information about

the nominee that is submitted with the recommendation,Shareholders interested in submitting nominees as candidates for(ii) affirming the recommended nominee’s willingness to be aelection as directors must provide timely written notice to thedirector, and (iii) consenting to serve as a director if so elected;Corporate Governance Committee, c/o Ms. Julia S. Janson,

Executive Vice President, Chief Legal Officer and Corporate if the recommending shareholder(s) has beneficially ownedSecretary, Duke Energy Corporation, DEC 48H, P.O. Box 1414, more than 5% of Duke Energy’s voting stock for at least oneCharlotte, NC 28201-1414. The notice must set forth, as to each year as of the date the recommendation is made, evidence ofperson whom the shareholder proposes to nominate for election such beneficial ownership as specified in the rules andas director: regulations of the SEC;

the name and address of the recommending shareholder(s), if the recommending shareholder(s) intends to solicit proxies inand the class and number of shares of capital stock of Duke support of such recommended nominee, a representation toEnergy that are beneficially owned by the recommending that effect; andshareholder(s);

all other information relating to the recommended nominee thata representation that the recommending shareholder(s) is a is required to be disclosed in solicitations for proxies in anholder of record of stock of Duke Energy entitled to vote at the election of directors pursuant to Regulation 14A under themeeting and intends to appear in person or by proxy at the Exchange Act, including, without limitation, informationmeeting to nominate the person(s) specified in the notice; regarding (i) the recommended nominee’s business experience;

(ii) the class and number of shares of capital stock of Dukethe name, age, business address and principal occupation andEnergy, if any, that are beneficially owned by the recommendedemployment of the recommended nominee;nominee, and (iii) material relationships or transactions, if any,

any information relevant to a determination of whether the between the recommended nominee and Duke Energy’srecommended nominee meets the criteria for Board of Directors management.membership established by the Board of Directors and/or theCorporate Governance Committee;

New Directors since the 2014 Annual Meeting

Following the 2014 Annual Meeting of Shareholders, the Dr. Meserve brings technical, legal, regulatory and public policyCorporate Governance Committee sought to recruit additional expertise in numerous areas, including nuclear power,Board members whose qualifications align with the needs of the environmental, climate change and energy policy, as well asBoard in light of the Company’s long-term strategy and the major leadership and business skills developed as an executive and arisks and issues facing the Company. After working with an director of, and an advisor to, national and international scientific,independent search firm, the Corporate Governance Committee research and legal organizations. The Corporate Governancerecommended that Dr. Richard A. Meserve be appointed to the Committee believes Dr. Meserve provides valuable industry andBoard. Dr. Meserve’s appointment was effective February 3, 2015. environmental expertise to Duke Energy.

28 DUKE ENERGY – 2015 Proxy Statement

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

Communications with Directors

Interested parties can communicate with any of our directors by Our Corporate Secretary will distribute communications to thewriting to our Corporate Secretary at the following address: Board of Directors, or to any individual director or directors as

appropriate, depending on the facts and circumstances outlined inCorporate Secretary the communication. In that regard, the Duke Energy Board ofMs. Julia S. Janson Directors has requested that certain items that are unrelated to theExecutive Vice President, Chief Legal Officer and Corporate duties and responsibilities of the Board of Directors be excluded,Secretary such as: spam; junk mail and mass mailings; service complaints;Duke Energy Corporation resumes and other forms of job inquiries; surveys; and businessDEC 48H solicitations or advertisements. In addition, material that is undulyP.O. Box 1414 hostile, threatening, obscene or similarly unsuitable will beCharlotte, NC 28201-1414 excluded. However, any communication that is so excluded

remains available to any director upon request.Interested parties can communicate with our independentChairman of the Board by writing to the following address: Corporate Governance Committee

Ann Maynard Gray (Chair)Chairman of the BoardMichael G. Browningc/o Ms. Julia S. JansonHarris E. DeLoach, Jr.Executive Vice President, Chief Legal Officer and CorporateDaniel R. DiMiccoSecretaryWilliam E. KennardDuke Energy CorporationE. Marie McKeeDEC 48H

P.O. Box 1414Charlotte, NC 28201-1414

DUKE ENERGY – 2015 Proxy Statement 29

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Annual Retainer and Fees. During 2014, the retainer and meeting fees paid to our independent directors consisted of:

Meeting FeesIn-Person Attendance at In-Person Meetings Not

Meetings Held in Conjunction Held in Conjunction TelephonicFee (Other Than With a Regular Board of With a Regular Board Participation

for Meetings) Directors Meeting of Directors Meeting in MeetingsType of Fee ($) ($) ($) ($)

Annual Board of Directors Retainer (Cash) 75,000Annual Board of Directors Retainer (Stock) 125,000Board of Directors Meeting Fees 2,000 2,500 2,000Annual Board Chair Retainer 100,000Annual Lead Director Retainer (if applicable) 75,000Annual Audit Committee Chair Retainer 25,000Annual Chair Retainer (Other Committees) 15,000Audit Committee Meeting Fees 3,000 2,500 2,000Nuclear Oversight Committee Meeting Fees 4,000 2,500 2,000Other Committee Meeting Fees 2,000 2,500 2,000

The compensation program is the same as in effect at the end of 2013.

Annual Stock Retainer for 2014. In 2014, each eligible Charitable Giving Program. The Duke Energy Foundation,director received the portion of his or her annual retainer that independent of Duke Energy, maintains The Duke Energywas payable in stock in the form of fully-vested shares granted Foundation Matching Gifts Program under which directors areunder the Duke Energy Corporation 2010 Long-Term Incentive eligible to request matching contributions of up to $5,000 perPlan. director per calendar year to qualifying institutions. Duke

Energy also maintains a Directors’ Charitable Giving Program.Deferral Plans and Stock Purchases. Directors may elect to Eligibility for this program has been frozen and Ms. Gray is thereceive all or a portion of their annual compensation, consisting only current director who is eligible. Under this program, Dukeof retainers and attendance fees, on a current basis, or defer Energy will make, upon the director’s death, donations of up tosuch compensation under the Duke Energy Corporation $1,000,000 to charitable organizations selected by the director.Directors’ Savings Plan (the ‘‘Directors’ Savings Plan’’). Ms. Gray may request that donations be made under thisDeferred amounts are credited to an unfunded account, the program during her lifetime, in which case the maximumbalance of which is adjusted for the performance of phantom donation will be reduced on an actuarially determined netinvestment options, including the Duke Energy common stock present value basis. In 2014, no donations were made onfund, as elected by the director, and generally are paid when the behalf of Ms. Gray. In addition, Duke Energy made a $1,000director terminates his or her service from the Board of donation to the Crisis Assistance Ministry in November 2014 onDirectors. In connection with the merger with Progress Energy, behalf of each of the independent directors who were activelyDuke Energy assumed the Progress Energy, Inc. Non- serving at that time.Employee Director Deferred Compensation Plan (the ‘‘DeferredCompensation Plan’’) and the Progress Energy, Inc. Non- Expense Reimbursement and Insurance. Duke EnergyEmployee Director Stock Unit Plan (the ‘‘Stock Unit Plan’’), each provides travel insurance to directors and reimburses directorsof which was merged into the Directors’ Savings Plan effective for expenses reasonably incurred in connection withat the end of 2013. Under the Deferred Compensation Plan, the attendance and participation at Board of Directors andformer Progress Energy directors were provided the committee meetings and special functions.opportunity to elect to defer their annual retainer and board

Stock Ownership Guidelines. Outside directors are subject toattendance fees. Any deferred fees are deemed to be investedstock ownership guidelines, which establish a target level ofin stock units. The number of units in each account is adjustedownership of Duke Energy common stock (or common stockfrom time to time to reflect the payment of dividends on theequivalents). Currently, each independent director is required tonumber of shares of stock represented by the units. Paymentsown shares with a value equal to at least five times the annualfrom the plan are made in cash upon termination of service.Board of Directors cash retainer (i.e., an ownership level ofUnder the Stock Unit Plan, the number of units in each account$375,000) or retain 50% of his or her vested annual equityis adjusted from time to time to reflect the payment of dividendsretainer. All independent directors were in compliance with theon the number of shares of stock represented by the units.guidelines as of December 31, 2014.Payments from the plan are made in cash upon termination of

service.

30 DUKE ENERGY – 2015 Proxy Statement

DIRECTOR COMPENSATION

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DIRECTOR COMPENSATION

The following table describes the compensation earned during 2014 by each individual who served as an independent directorduring 2014. Because Dr. Meserve joined the Board of Directors on February 3, 2015, he did not receive any compensation in 2014and is not listed below.

Change in Pension ValueFees Earned Stock and Nonqualified Deferred All Other

or Paid in Cash Awards Compensation Earnings Compensation TotalName ($)(2) ($)(3) ($)(4) ($)(5) ($)

William Barnet, III(1) 47,500 0 0 5,054 52,554G. Alex Bernhardt, Sr. 144,000 125,000 16,385 6,324 291,709Michael G. Browning 154,000 125,000 0 6,164 285,164Harris E. DeLoach, Jr. 161,500 125,000 0 4,164 290,664Daniel R. DiMicco 147,500 125,000 0 1,164 273,664John H. Forsgren 155,000 125,000 0 5,914 285,914Ann M. Gray 292,500 125,000 0 5,164 422,664James H. Hance, Jr. 170,000 125,000 0 6,164 301,164John T. Herron 142,000 125,000 0 1,285 268,285James B. Hyler, Jr. 169,500 125,000 0 1,302 295,802William E. Kennard 136,500 166,209 0 6,164 308,873E. Marie McKee 183,500 125,000 0 6,164 314,664E. James Reinsch 149,000 125,000 0 6,324 280,324James T. Rhodes 165,500 125,000 0 6,164 296,664Carlos A. Saladrigas 184,000 125,000 0 6,164 315,164Philip R. Sharp(1) 54,500 0 0 1,512 56,012

(1) Effective May 1, 2014, Messrs. Barnet and Sharp retired from the Board of Directors of Duke Energy.

(2) Messrs. Bernhardt, Browning, DeLoach, DiMicco and Hyler and Ms. Gray and Dr. Rhodes elected to defer $144,000; $154,000; $161,500; $147,500;$84,750; $146,250; and $82,750, respectively, of their 2014 cash compensation under the Directors’ Savings Plan.

(3) This column reflects the grant date fair value of the stock awards granted to each eligible director during 2014. The grant date fair value wasdetermined in accordance with the accounting guidance for stock-based compensation. See Note 20 of the Consolidated Financial Statementscontained in our Annual Report on Form 10-K for the year ended December 31, 2014 (‘‘Form 10-K’’) for an explanation of the assumptions made invaluing these awards. In May 2014, each sitting director on the Duke Energy Board received 1,676 shares of stock. Messrs. Bernhardt, Browning,DeLoach, DiMicco, Forsgren, Hyler, Kennard, Reinsch and Saladrigas and Ms. Gray and Dr. Rhodes elected to defer their 2014-15 stock retainer ofDuke Energy shares under the Directors’ Savings Plan. In addition, Mr. Kennard elected to defer his prorated portion of the 2013-14 annual stockretainer, amounting to 597 shares, that he received upon joining the Board of Directors on January 1, 2014.

(4) Reflects above-market interest earned on a grandfathered investment fund previously provided under a predecessor plan to the Directors’ Savings Plan.Participants can no longer defer compensation into the grandfathered investment fund but continue to be credited with interest at the fixed rate onamounts previously deferred into such fund.

(5) As described in the following table, All Other Compensation for 2014 includes a business travel accident insurance premium that was prorated amongthe directors based on their service on the Board of Directors during 2014, international travel insurance for several directors and contributions made inthe director’s name to charitable organizations.

Business TravelAccident CharitableInsurance Contributions Total

Name ($) ($) ($)

William Barnet, III 54 5,000 5,054G. Alex Bernhardt, Sr. 324 6,000 6,324Michael G. Browning 164 6,000 6,164Harris E. DeLoach, Jr. 164 4,000 4,164Daniel R. DiMicco 164 1,000 1,164John H. Forsgren 164 5,750 5,914Ann M. Gray 164 5,000 5,164James H. Hance, Jr. 164 6,000 6,164John T. Herron 285 1,000 1,285James B. Hyler, Jr. 302 1,000 1,302William E. Kennard 164 6,000 6,164E. Marie McKee 164 6,000 6,164E. James Reinsch 324 6,000 6,324James T. Rhodes 164 6,000 6,164Carlos A. Saladrigas 164 6,000 6,164Philip R. Sharp 54 1,458 1,512

DUKE ENERGY – 2015 Proxy Statement 31

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The following table indicates the amount of Duke Energy common stock beneficially owned by the current directors, the executiveofficers listed in the Summary Compensation Table under Executive Compensation (referred to as the named executive officers), andall directors and executive officers as a group as of March 9, 2015.

Total Shares PercentName or Identity of Group Beneficially Owned(1) of Class

G. Alex Bernhardt, Sr. 46,859 *Michael G. Browning 60,095 *Harris E. DeLoach, Jr. 21,990 *Daniel R. DiMicco 31,911 *John H. Forsgren 14,416 *Lynn J. Good 83,884 *Ann Maynard Gray 38,796 *James H. Hance, Jr. 34,618 *John T. Herron 9,612 *James B. Hyler, Jr. 9,015 *Dhiaa M. Jamil 31,907 *William E. Kennard 2,352 *Marc E. Manly 16,455 *E. Marie McKee 126 *Richard A. Meserve 361 *E. James Reinsch 19,258 *James T. Rhodes 23,718 *Carlos A. Saladrigas 1,590 *Lloyd M. Yates 38,004 *Steven K. Young 42,108 *Directors and executive officers as a group (26) 588,646 *

* Represents less than 1%.

(1) Includes the following number of shares with respect to which directors and executive officers have the right to acquire beneficial ownership within sixtydays of March 9, 2015: Mr. Bernhardt—1,799; Mr. Browning—16,617; Mr. DeLoach—4,790; Mr. DiMicco—12,640; Mr. Forsgren—10,297;Ms. Good—0; Ms. Gray—1,027; Mr. Hance—0; Mr. Herron—0; Mr. Hyler—4,790; Mr. Jamil—0; Mr. Kennard—2,352; Mr. Manly—0;Ms. McKee—126; Dr. Meserve—0; Mr. Reinsch—10,297; Dr. Rhodes—1,596; Mr. Saladrigas—720; Mr. Yates—1,386; Mr. Young—0; and alldirectors and executive officers as a group—68,438.

Ownership of Units Representing Common StockThe table below shows ownership of other units (not listed in the table above) related to the common stock of Duke Energy under theDirectors’ Savings Plan and the plans that merged into the Directors’ Savings Plan at the end of 2013 (i.e., the Director DeferredCompensation Plan and the Stock Unit Plan). These units do not represent an equity interest in Duke Energy and possess no votingrights, but are equal in economic value to one share of the common stock of Duke Energy.

Name Number of Units

G. Alex Bernhardt, Sr. 16,188Michael G. Browning 26,394Harris E. DeLoach, Jr. 26,495Daniel R. DiMicco 1,204John H. Forsgren 0Ann Maynard Gray 2,507James H. Hance, Jr. 0John T. Herron 0James B. Hyler, Jr. 10,178William E. Kennard 0E. Marie McKee 51,506Richard A. Meserve 0E. James Reinsch 0James T. Rhodes 14,361Carlos A. Saladrigas 27,908

32 DUKE ENERGY – 2015 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below shows ownership of other units (not listed in the table on page 32) related to the common stock of Duke Energyunder the Duke Energy Executive Savings Plan (‘‘Executive Savings Plan’’). These units do not represent an equity interest in DukeEnergy and possess no voting rights, but are equal in economic value to one share of the common stock of Duke Energy.

Name Number of Units

Lynn J. Good 66Steven K. Young 440Dhiaa M. Jamil 1,659Marc E. Manly 0Lloyd M. Yates 10,092

The following table lists the beneficial owners of 5% or more of Duke Energy’s outstanding shares of common stock as ofDecember 31, 2014. This information is based on the most recently available reports filed with the SEC and provided to us by thecompany listed.

Shares of Common StockName or Identity of Beneficial Owner Beneficially Owned Percentage

BlackRock Inc. 42,745,887(1) 6.00%40 East 52nd StreetNew York, NY 10022The Vanguard Group 39,345,738(2) 5.56%100 Vanguard Blvd.Malvern, PA 19355State Street Corporation 35,583,250(3) 5.00%State Street Financial CenterOne Lincoln StreetBoston, MA 02111

(1) According to the Schedule 13G/A filed by BlackRock Inc., these shares are beneficially owned by BlackRock Inc., which is the parent holding companyor control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to36,005,135 shares, 0 shares with shared voting power, sole dispositive power with regard to 42,745,887 shares and 0 shares with shared dispositivepower.

(2) According to the Schedule 13G filed by The Vanguard Group, these shares are beneficially owned by The Vanguard Group which is the parent holdingcompany or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to1,262,923 shares, 0 shares with shared voting power, sole dispositive power with regard to 38,198,107 shares and 1,147,631 shares with shareddispositive power.

(3) According to the Schedule 13G filed by State Street Corporation, these shares are beneficially owned by State Street Corporation which is the parentholding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respectto 0 shares, 35,583,250 shares with shared voting power, sole dispositive power with regard to 0 shares and 35,583,250 shares with shareddispositive power.

DUKE ENERGY – 2015 Proxy Statement 33

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RATIFICATION OF DELOITTE & TOUCHE LLP ASDUKE ENERGY CORPORATION’S INDEPENDENTPUBLIC ACCOUNTANT FOR 2015

The Audit Committee is directly responsible for the Audit Committee has selected Deloitte & Touche LLPappointment and compensation, including the pre-approval of (‘‘Deloitte’’) as Duke Energy’s independent public accountantaudit fees as described below, and the retention and oversight for 2015. Deloitte has served as our independent publicof the independent public accountant that audits our financial accountant since 1978.statements and our internal control over financial reporting. The

Independence

The Audit Committee and the Board believe that the continued approve the service before the independent public accountantretention of Deloitte as Duke Energy’s independent public is engaged for such service. All other services that are notaccountant is in the best interests of the Company and its prohibited pursuant to the SEC’s or other applicable regulatoryshareholders. Deloitte’s years of experience with Duke Energy bodies’ rules or regulations must be specifically approved byhave allowed them to gain expertise regarding Duke Energy’s the Audit Committee before the independent public accountantoperations, accounting policies and practices and internal is engaged for such service. All services performed in 2014 andcontrols over financial reporting. It also prevents the significant 2013 by the independent public accountant were approved bytime commitment that educating a new auditor would entail, the Duke Energy Audit Committee pursuant to its policy onwhich could also result in distraction in focus for Duke Energy Engaging the Independent Auditor for Services.management.

In addition to the annual review of Deloitte’s independence andTo safeguard the continued independence of the independent in association with the mandated rotation of Deloitte’s leadpublic accountant, the Audit Committee adopted a policy that engagement partner, the Audit Committee is directly involved inprovides that the independent public accountant is only the selection of Deloitte’s new lead engagement partner.permitted to provide services to Duke Energy and its

Representatives of Deloitte are expected to be present at thesubsidiaries that have been pre-approved by the AuditAnnual Meeting of Shareholders. They will have an opportunityCommittee. Pursuant to the policy, detailed audit services,to make a statement and will be available to respond toaudit-related services, tax services and certain other servicesappropriate questions. Information on Deloitte’s fees forhave been specifically pre-approved up to certain categoricalservices rendered in 2014 and 2013 are listed below.fee limits. In the event that the cost of any of these services may

exceed the pre-approved limits, the Audit Committee must

Audit Fees

Type of Fees 2014 2013

Audit Fees(1) $ 12,000,000 $ 11,600,000Audit-Related Fees(2) 4,176,000 2,150,000Tax Fees(3) 727,000 520,000All Other Fees(4) 40,000 30,000

TOTAL FEES: $ 16,943,000 $ 14,300,000(1) Audit Fees are fees billed, or expected to be billed, by Deloitte for professional services for the financial statement audits, audit of Duke Energy’s

financial statements included in Duke Energy’s Annual Report on Form 10-K and reviews of financial statements included in Duke Energy’s QuarterlyReports on Form 10-Q. Audit fees also include services related to cerain regulatory and agreed upon procedures reports.

(2) Audit-Related Fees are fees billed by Deloitte for assurance and related services that are reasonably related to the performance of an audit or review offinancial statements, including assistance with acquisitions and divestitures.

(3) Tax Fees are fees billed by Deloitte for tax return assistance and preparation, tax examination assistance and professional services related to taxplanning and tax strategy.

(4) Other Fees are billed by Deloitte for conferences, seminars, research tools, subscription services, etc.

34 DUKE ENERGY – 2015 Proxy Statement

PROPOSAL 2:

For the Above Reasons, the Board of Directors Recommends a Vote ‘‘FOR’’ This Proposal.

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The following is the report of the Audit Committee with respect statements. Management has represented, and Deloitte hasto Duke Energy’s audited financial statements for the fiscal year confirmed, that the financial statements were prepared inended December 31, 2014. accordance with GAAP.

The information contained in this Audit Committee Report shall In addition, management completed the documentation, testingnot be deemed to be ‘‘soliciting material’’ or ‘‘filed’’ or and evaluation of Duke Energy’s system of internal control over‘‘incorporated by reference’’ in future filings with the SEC, or financial reporting in response to the requirements set forth insubject to the liabilities of Section 18 of the Securities Exchange Section 404 of the Sarbanes-Oxley Act of 2002 and relatedAct of 1934, as amended (the ‘‘Exchange Act’’), except to the regulations. The Audit Committee was kept apprised of theextent that Duke Energy specifically incorporates it by reference progress of the evaluation and provided oversight and advice tointo a document filed under the Securities Act of 1933, as management during the process. In connection with thisamended, or the Exchange Act. oversight, the Audit Committee received periodic updates

provided by management and Deloitte at each regularlyThe purpose of the Audit Committee is to assist the Board in its scheduled Audit Committee meeting. At the conclusion of thegeneral oversight of Duke Energy’s financial reporting, internal process, management presented to the Audit Committee on thecontrols and audit functions. The Audit Committee Charter effectiveness of the Company’s internal control over financialdescribes in greater detail the full responsibilities of the reporting. The Audit Committee also reviewed the report ofcommittee and is available on our website at www.duke - management contained in the Company’s Form 10-K filed withenergy.com/corporate-governance/board-committee-charters/ the SEC, as well as Deloitte’s Report of Independent Registeredaudit.asp. Further information about the Audit Committee, its Public Accounting Firm included in the Company’s Form 10-KPolicy on Engaging the Independent Auditor for Services and its related to its audit of (i) the consolidated financial statements andmembers is detailed on pages 22 and 34 of the proxy statement. (ii) the effectiveness of internal control over financial reporting.

The Audit Committee continues to oversee the Company’sThe Audit Committee has reviewed and discussed theefforts related to its internal control over financial reporting andconsolidated financial statements with management andmanagement’s preparations for the evaluation in fiscal 2015.Deloitte, the Company’s independent public accountant.

Management is responsible for the preparation, presentation and The Audit Committee has discussed with Deloitte the mattersintegrity of Duke Energy’s financial statements; accounting and required to be discussed by professional and regulatoryfinancial reporting principles; establishing and maintaining requirements, including, but not limited to, the standards of thedisclosure controls and procedures (as defined in Exchange Act Public Company Accounting Oversight Board regarding TheRule 13a-15(e)); establishing and maintaining internal control Auditors’ Communications with Those Charged withover financial reporting (as defined in Exchange Act Governance. In addition, Deloitte has provided the AuditRule 13a-15(f)); evaluating the effectiveness of disclosure Committee with the written disclosures and the letter required bycontrols and procedures; evaluating the effectiveness of internal ‘‘Public Company Accounting Oversight Board Ethics andcontrol over financial reporting; and, evaluating any change in Independence Rule 3526, Communications with Auditinternal control over financial reporting that has materially Committees Concerning Independence’’ that relates to Deloitte’saffected, or is reasonably likely to materially affect, internal control independence from Duke Energy and its subsidiaries and theover financial reporting. Deloitte is responsible for performing an Audit Committee has discussed with Deloitte the firm’sindependent audit of the consolidated financial statements and independence.expressing an opinion on the conformity of those financialstatements with accounting principles generally accepted in the Based on its review of the consolidated financial statements andUnited States (‘‘GAAP’’), as well as expressing an opinion on the discussions with and representations from management andeffectiveness of internal control over financial reporting based on Deloitte referred to above, the Audit Committee recommendedthe criteria established in Internal Control — Integrated to the Board of Directors that the audited financial statements beFramework (2013). included in Duke Energy’s Form 10-K, for filing with the SEC.

The Audit Committee reviewed the Company’s audited financial Audit Committeestatements with management and Deloitte, and met separately Carlos A. Saladrigas (Chair)with both management and Deloitte to discuss and review those Michael G. Browningfinancial statements and reports prior to issuance. These James H. Hance, Jr.discussions also addressed the quality, not just the acceptability, James B. Hyler, Jr.of the accounting principles, the reasonableness of significant E. Marie McKeejudgments and the clarity of disclosures in the financial

DUKE ENERGY – 2015 Proxy Statement 35

REPORT OF THE AUDIT COMMITTEE

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ADVISORY VOTE TO APPROVE DUKE ENERGYCORPORATION’S NAMED EXECUTIVE OFFICERCOMPENSATION

At the 2011 Annual Meeting of Shareholders, our shareholders compensation is directly contingent upon achieving specificrecommended that our Board of Directors hold say-on-pay votes results that are important to our long-term success and growth inon an annual basis. As a result, we are providing our shareholder value. We supplement our pay-for-performanceshareholders with the opportunity to approve, on a nonbinding, program with a number of compensation policies that are alignedadvisory basis, the compensation of our named executive with the long-term interests of Duke Energy and its shareholders.officers as disclosed in this proxy statement. This proposal gives

We are asking our shareholders to indicate their support for theour shareholders the opportunity to express their views on thecompensation of our named executive officers as disclosed incompensation of our named executive officers.this proxy statement by voting ‘‘FOR’’ the following resolution:

In connection with this proposal, the Board of Directors‘‘RESOLVED, that the shareholders of Duke Energy approve, onencourages shareholders to review in detail the description of thean advisory basis, the compensation paid to Duke Energy’scompensation program for our named executive officers that isnamed executive officers, as disclosed pursuant to Item 402 ofset forth in the Compensation Discussion and Analysis beginningRegulation S-K of the Securities Act of 1933, as amended,on page 37, as well as the information contained in theincluding the Compensation Discussion and Analysis, thecompensation tables and narrative discussion in this proxycompensation tables and the narrative discussion in Dukestatement.Energy’s 2015 Proxy Statement.’’

As described in more detail in the Compensation Discussion andBecause your vote is advisory, it will not be binding on the BoardAnalysis section, the guiding principle of our compensationof Directors, the Compensation Committee or Duke Energy. Thephilosophy is that pay should be linked to performance and thatCompensation Committee, however, will review the votingthe interests of our executives and shareholders should beresults and take them into consideration when making futurealigned. Our compensation program is designed to providedecisions regarding the compensation of our named executivesignificant upside and downside potential depending on actualofficers.results as compared to predetermined measures of success. A

significant portion of our named executive officers’ total direct

36 DUKE ENERGY – 2015 Proxy Statement

PROPOSAL 3:

For the Above Reasons, the Board of Directors Recommends a Vote ‘‘FOR’’ This Proposal.

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The purpose of the Compensation Committee is to assist the Compensation Committee recommended to the Board ofBoard in its general oversight of the Company’s compensation Directors that the Compensation Discussion and Analysis beprograms and compensation of the Company’s executives. The included in this proxy statement.Compensation Committee Charter describes in greater detail

Compensation Committeethe full responsibilities of the committee and is available on ourwebsite at www.duke-energy.com/corporate-governance/board- E. Marie McKee (Chair)committee-charters/compensation.asp. Ann Maynard Gray

James H. Hance, Jr.The Compensation Committee of Duke Energy has reviewedCarlos A. Saladrigasand discussed the Compensation Discussion and Analysis with

management and, based on such review and discussions, the

The purpose of this Compensation Discussion and Analysis is to provide information about Duke Energy’s compensation objectivesand policies for our named executive officers. Our named executive officers for 2014 are:

Name Title

Lynn J. Good Vice Chairman, President and Chief Executive Officer

Steven K. Young Executive Vice President and Chief Financial Officer

Dhiaa M. Jamil(1) Executive Vice President and President, Regulated Generation

Marc E. Manly Executive Vice President and President, Commercial Portfolio

Lloyd M. Yates(2) Executive Vice President, Market Solutions and President, Carolinas Region

(1) Mr. Jamil served as Executive Vice President and President, Duke Energy Nuclear until the realignment described below, effective August 1, 2014.

(2) Mr. Yates served as Executive Vice President, Regulated Utilities until the realignment described below, effective August 1, 2014.

Executive Summary

Objectives of the Compensation ProgramOur executive compensation program is designed to achieve the objectives set forth below:

Objective Description

Pay-for-Performance We emphasize performance-based compensation, which motivates executives and key employees toachieve strong financial, operational and individual performance in a manner that balances short-termand long-term results.

Attract and Retain Talented We attempt to attract and retain talented executive officers and key employees by providing totalLeadership compensation competitive with that of other executives and key employees of similarly sized companies

and with similar complexity, whether within or outside of the utility sector.Align Interests of Executives We encourage a long-term commitment to Duke Energy and align the interests of executives withwith Shareholders shareholders, by providing a significant portion of total compensation in the form of stock-based

incentives and requiring target levels of stock ownership.

Pay-for-Performance

The guiding principle of our compensation philosophy is that As described below, the variable and equity-based components ofpay should be linked to performance and that the interests of our compensation program are short-term incentives (‘‘STI’’) andexecutives and shareholders should be aligned. Our long-term incentives (‘‘LTI’’). Our STI opportunities are providedcompensation program is designed to provide significant under an annual cash bonus plan, the payout of which isupside and downside potential depending on actual results, as dependent on corporate, operational and individual performance.compared to predetermined measures of success. Our LTI opportunities are provided through a three-year equity

DUKE ENERGY – 2015 Proxy Statement 37

REPORT OF THE COMPENSATION COMMITTEE

COMPENSATION DISCUSSION AND ANALYSIS

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COMPENSATION DISCUSSION AND ANALYSIS

based compensation plan (i.e., restricted stock units and Performance is measured on multiple metrics, includingperformance shares), and the payout of the performance shares is adjusted diluted earnings per share, operation andalso dependent on corporate performance. maintenance expense, reliability, safety, total shareholder

return, and return on equity, to provide a balanced mix ofAs a result, a significant portion of our named executive officers’ incentives and reduce the risk of relying on a single metric.total direct compensation — which consists of base salary aswell as target STI and LTI opportunities — is directly contingent The actual amount of compensation received by the namedon achieving specific results that are key to our long-term executive officers in connection with STI and LTI opportunitiessuccess and growth in shareholder value. For example, varies based on our stock price and the extent to whichapproximately 85% of the total direct compensation predetermined corporate, operational and individual goals areopportunity (assuming target performance) for Ms. Good and achieved. The following charts illustrate the components of theapproximately 75% of the total direct compensation target total direct compensation opportunities provided to ouropportunity (assuming target performance) for our other named named executive officers.executive officers was provided, as of December 31, 2014, inthe form of STI and LTI.

CEO OTHER NEOs

67% - LTI

20%

47%

18%

15%

TARGET COMPENSATION MIX AS OF DECEMBER 31, 2014(consisting of base salary, short-term incentives and long-term incentives)

LONG-TERM INCENTIVES (LTI)

Restricted Stock Units (RSUs)

Performance Shares

Base Salary

Short-Term Incentives (Cash)

ANNUAL COMPENSATION

55% - LTI

17%

38%20%

25%

85% - Performance and/or Stock-Based Compensation 75% - Performance and/or Stock-Based Compensation

38 DUKE ENERGY – 2015 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS

Align Interests of Named Executive Officers and ShareholdersWe supplement our pay-for-performance program with a number of compensation policies intended to align the interests ofmanagement and our shareholders. Following are key features of our executive compensation program:

We do notprovide excise tax gross-ups for severance received by our As described above, betweennamed executive officers under the Change in Control75% and 85% of the total direct compensation opportunityAgreements or under the Duke Energy Corporation Executive(assuming target performance) for our named executive officersSeverance Plan (‘‘Executive Severance Plan’’).was provided in the form of STI and LTI as of December 31,

2014.

We maintainaggressive guidelines to reinforce the importance of Duke Energy We have a policy that prohibits employees (including the namedstock ownership. This is intended to align the interests of executive officers) from trading in options, warrants, puts andexecutives and shareholders and to focus the executives on our calls or similar instruments in connection with Duke Energylong-term success. Under these guidelines, each named securities, or selling Duke Energy securities ‘‘short.’’ In addition,executive officer must own Duke Energy shares in accordance we prohibit the pledging of Duke Energy securities in marginwith the following schedule: accounts.

Leadership Position Value of SharesChief Executive Officer 5x Base SalaryOther Named Executive Officers 3x Base Salary

Each named executive Our Changeofficer is required to hold 50% of all shares acquired under the in Control Agreements provide cash severance only upon aLTI program (after the payment of any applicable taxes) and ‘‘double trigger,’’ meaning that change in control severance is100% of all shares acquired upon the exercise of stock options payable only if our named executive officers incur a qualifying(after payment of the exercise price and taxes) until the termination of employment (i.e., an involuntary terminationapplicable stock ownership requirement is satisfied. Each of our without ‘‘cause’’ or a voluntary termination for ‘‘good reason’’)named executive officers and directors was in compliance with and the termination occurs in connection with a change inthe stock ownership/stock holding policy during 2014. control of Duke Energy.

Wemaintain a ‘‘clawback policy,’’ which would allow us to recover Except for our Chief Executive Officer, no other executives are(i) certain cash or equity-based incentive compensation based provided a comprehensive employment agreement.on financial results in the event those results were restated dueat least in part to the recipient’s fraud or misconduct or (ii) aninadvertent payment based on an incorrect calculation.

We maintain anExecutive Severance Plan in order to provide a consistent Our plans focus onapproach to executive severance and to provide eligible aligning Duke Energy’s compensation policies with the long-termemployees, including our named executive officers (excluding interests of Duke Energy and avoid rewards that could createMs. Good, who is provided with severance compensation unnecessary risks to the Company, as evidenced by the policiesthrough her employment agreement), with certainty and security described on page 49.while they are focusing on their duties and responsibilities. Underthis plan, severance compensation is payable only upon aqualifying termination of employment (i.e., an involuntarytermination without ‘‘cause’’ or a voluntary termination for ‘‘goodreason’’).

Our perquisites program islimited to an executive physical, an airline membership club to We have a policy generally to seek shareholderfacilitate travel, limited personal use of corporate aircraft (subjectapproval for any future agreements with our named executiveto the requirement that the executive reimburse Duke Energy forofficers that provide severance compensation in excess ofthe direct operating costs for such travel), financial planning and2.99 times the executive’s annual compensation or that providematching charitable contributions. See page 47 for additionalfor tax gross-ups in connection with a termination event.details.

DUKE ENERGY – 2015 Proxy Statement 39

AT DUKE ENERGY WE... AT DUKE ENERGY WE DO NOT...

Tie a high ratio of the pay of our executives to corporate Provide Golden Parachute Tax Gross-Ups.and individual performance.

Require significant stock ownership. Permit hedging or pledging of Duke Energy securities.

Maintain a stock holding policy. Provide severance upon a change in control.

Tie incentive compensation to a clawback policy. Provide employment agreements to a broad group.

Provide a consistent level of severance. Encourage excessive or inappropriate risk-takingthrough our compensation program.

Maintain a shareholder approval policy for severance Provide excessive perquisites.agreements.

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COMPENSATION DISCUSSION AND ANALYSIS

In recognition ofthe importance of adhering to specific practices and proceduresin the granting of equity awards, the Compensation Committeehas adopted a policy that applies to the granting of equityawards. Under this policy, annual grants to employees may bemade at any regularly scheduled meeting, provided thatreasonable efforts will be made to make such grants at the firstregularly scheduled meeting of each calendar year, and annualgrants to independent directors may be made by the Board ofDirectors at any regularly scheduled meeting, provided thatreasonable efforts will be made to make such grants at theregularly scheduled meeting that is held in conjunction with theannual shareholder meeting each year.

TheCompensation Committee has engaged Frederic W. Cook &Company, Inc. to report directly to the Compensation Committeeas its independent compensation consultant. The consultant hasbeen instructed to provide completely independent advice to theCompensation Committee and is not permitted to provide anyservices to Duke Energy other than at the direction of theCompensation Committee.

Realignment of Organization and Senior Roles

Effective August 1, 2014, the Compensation Committee fuels and system optimization. He continues to beapproved adjustments to the compensation of Messrs. Young, responsible for project management and construction; andJamil and Yates, in connection with the restructuring of their coal ash management. Mr. Jamil received an increase in hisrespective roles and responsibilities. These organizational future LTI opportunity from 200% to 250% in recognition ofchanges were made in order to support Duke Energy’s long- his increased responsibilities. This increase was approved interm strategic focus. As part of the restructuring, the two equal parts of 25% each, the first half in July 2014 andresponsibilities for the regulated operations of Duke Energy the second half in February 2015, and was first effective forwere allocated between two executive officers as described stock grants approved in 2015.below. These changes and their related compensation

Mr. Yates became Executive Vice President, Marketadjustments are summarized as follows:Solutions and President, Carolinas Region. In this role,

Mr. Young received an increase in his annual base salary from Mr. Yates is responsible for the regulated operations,$525,000 to $550,000 and an increase in his STI opportunity including electric distribution, in Duke Energy’s Northfrom 70% to 80%, each effective August 1, 2014, as well as Carolina and South Carolina jurisdictions. He continues toan increase in his future LTI opportunity from 150% to 225%, lead the advancement of Duke Energy’s enterprise strategyeffective January 1, 2015. These increases were made in for distributed energy resources and adds responsibility forrecognition of Mr. Young’s performance in his new role, as enterprise customer solutions and delivery. In connectionwell as for internal pay equity purposes. with this expansion of responsibilities, Mr. Yates received an

increase in his annual base salary from $565,000 toMr. Jamil became Executive Vice President and President, $615,000, effective August 1, 2014, and an increase in hisRegulation Generation. In this role, Mr. Jamil is responsible future LTI opportunity from 200% to 225%, effectivefor all power generation in the regulated utilities, including January 1, 2015.nuclear generation; environmental, health and safety; and

40 DUKE ENERGY – 2015 Proxy Statement

AT DUKE ENERGY WE... AT DUKE ENERGY WE DO NOT...

Comply with equity award granting policy.

Use an independent compensation consultant.

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of Duke Energy’s Compensation Program

As discussed in more detail below, during 2014, the principal were: base salary; STI compensation; LTI compensation;components of compensation for the named executive officers retirement and welfare benefits and perquisites.

RewardElement Objectives

How Award ValueIs Calculated

Retirement andWelfareBenefits

Assist executives with themanagement of their healthand provide for retirement

savings in a tax-advantagedmanner.

Duke Energy’s health and welfare benefits arecomparable to the benefits provided by peers, as

determined based on market surveys. Each namedexecutive officer is provided the opportunity to defercompensation under savings plans and earn pension

benefits under cash balance pension plans. Seebelow for additional details.

FIXED Base Salary Base salary for each executive is based upon jobresponsibilities, level of experience, individualperformance, comparisons to the salaries of

executives in similar positions obtained from marketsurveys and internal comparisons.

Provide a fixed element ofcompensation, which is paid

in cash and is intended tohelp attract and retain the

best talent.

Long-TermIncentiveAwards

Motivate sustainedperformance over the long

term, and align the interestsof our executives and our

shareholders.

Each named executive officer receives a combinationof restricted stock units and performance shares.

The restricted stock units are designed principally toreward continued employment and the performance

shares are designed principally to reward bothcontinued employment and achievement as

measured against pre-established performance measures. See below for additional details.

VARIABLE Short-TermIncentive

Compensation

Performance is measured against individual, financialand operational measures, including adjusted diluted

earnings per share, operations and maintenanceexpense, reliability and safety. Each named

executive officer’s target opportunity is calculated byreference to his or her base salary. See below for

additional details.

Promote the achievement ofannual performancemeasures, which are

reviewed annually to supportour strategic vision.

Following is a summary of each principal compensation based on a percentage of his or her base salary, along with thecomponent provided to the Duke Energy named executive corporate, operational and individual goals that are critical toofficers during 2014. Duke Energy’s success and that must be achieved to earn that

incentive opportunity. Unless deferred, the earned STIBase Salary The salary for each executive is based upon job opportunity is paid in cash. Aside from the increase in targetresponsibilities, level of experience, individual performance, annual incentive award opportunity for Mr. Young (from 70% tocomparisons to the salaries of executives in similar positions 80%) as discussed above, no changes were made to the targetobtained from market surveys and internal comparisons. annual incentive award opportunities of the named executiveEffective August 2014, the base salaries of Messrs. Young and officers in 2014, each of which is listed below.Yates were increased in light of the realignment described

Target Incentive Opportunityabove.Name (as a % of base salary)

Short-Term Incentive Compensation STI opportunities are Lynn J. Good 125%provided to our named executive officers under the Duke Steven K. Young 80%

Dhiaa M. Jamil 80%Energy Corporation Executive Short-Term Incentive Plan (‘‘STIMarc E. Manly 80%Plan’’) to promote the achievement of annual performanceLloyd M. Yates 80%objectives.

Each year, the Compensation Committee establishes theincentive opportunity for each named executive officer, which is

DUKE ENERGY – 2015 Proxy Statement 41

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COMPENSATION DISCUSSION AND ANALYSIS

During 2014, depending on actual performance, named executive officers were eligible to earn up to 183.75%* of the amount oftheir STI target opportunity. The Compensation Committee established objectives under the STI Plan in February 2014, with the STItarget opportunity allocated between (a) corporate objectives, including the Company’s achievement of an adjusted diluted earningsper share (‘‘EPS’’) goal, an operations and maintenance (‘‘O&M’’) expense control goal and a reliability goal and (b) individualobjectives. In order to emphasize the importance of the EPS objective, the Compensation Committee established a circuit-breakerproviding that if an adjusted diluted EPS performance level of at least $4.09 was not achieved, the named executive officers wouldnot have received any payout under the 2014 STI Plan. The rationale for each of these objectives is as follows:

Objectives Weight Rationale for Objective

Corporate Objectives 80%(a) Adjusted Diluted EPS 50% Represents a widely accepted and easily understood measure that is a key

measure used in evaluating the success of our performance and in determiningthe market value of our common stock, and is the basis upon which wecommunicate forward looking financial information to the investment community.

(b) O&M Expense Control 20% Provides an incentive for achieving operational efficiencies.(c) Reliability 10% Motivates our executive officers toward achieving operational excellence that is

valued by our customers and that is in alignment with our strategic businessgoals.

Individual Objectives 20% Motivates our executive officers to advance the strategic objectives of DukeEnergy. Each individual’s objectives are based on his or her role supporting DukeEnergy’s strategic plan.

* Based on a potential maximum payout of 200% for the EPS objective, a 150% potential maximum payout for the O&M, reliability and individualobjectives, and a potential 5% safety adder.

Corporate ObjectivesThe 2014 corporate goals (EPS, O&M expense control and reliability), which the Compensation Committee selected to promotemanagement actions beneficial to Duke Energy’s various stakeholders, including customers and investors, as well as the actualperformance results, were as follows:

Threshold TargetGoal(1) Weight (50%) (100%) Maximum(2) Result Payout

Adjusted Diluted EPS(3) 50% $ 4.24 $ 4.54 $ 4.84 $ 4.41 78.33%

O&M Expense Control 20% $ 5.415B $ 5.310B $ 5.205B $ 5.515B 0%

Reliability(4) 10%

Regulated Generation CommercialAvailability 85.52% 86.53% 87.28% 85.91% 69.3%

Nuclear Generation Capacity Factor 91.25% 93.30% 95.35% 93.18% 97.1%

System Average Interruption FrequencyIndex (SAIFI) 1.26 1.15 1.04 1.13 109.1%

System Average Interruption DurationIndex (SAIDI) 139 126 113 123 111.5%

Commercial Availability (Midwest andRenewables Yield) 89.90% 92.00% 94.00% 88.86% 0%

International Equivalent Availability 87.56% 89.56% 91.56% 90.18% 115.5%(1) For additional information about the calculation of the EPS and O&M expense control goals, see page 50.

(2) A payout of up to 200% of the target opportunity is available for the adjusted diluted EPS goal and a payout of up to 150% of the target opportunity isavailable for the O&M and reliability goals.

(3) If an adjusted diluted EPS performance level of at least $4.09 was not achieved, the named executive officers would not have received a payout underthe 2014 STI Plan.

(4) The reliability goals are calculated as described below. Each reliability goal contains a weighting of one-sixth of the aggregate weighting of 10%.

42 DUKE ENERGY – 2015 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS

Reduction of STI Payouts to Reflect Settlement and Expenses in Connection With DanRiverOn February 2, 2014, a stormwater pipe under a coal ash basin at the retired Dan River Steam Station broke, releasing ash into theDan River in Rockingham County, N.C. Duke Energy incurred various expenses in connection with the Dan River coal ash spill andash basin operations at other North Carolina coal plants. In order to hold the senior leaders of Duke Energy accountable for itsfinancial and operational performance, these expenses were factored into the calculation of the EPS and O&M performancemeasures to reduce payouts as follows.

Duke Energy incurred approximately $90 million for consulting, engineering, legal and other costs, including approximately$20 million for Dan River-specific cleanup costs. Pursuant to the terms of the 2014 STI plan, these incremental costs reduced thepayouts for the EPS and O&M performance measures for all participants, including the named executive officers.

On February 20, 2015, Duke Energy entered into a proposed agreement with the U.S. government that, if approved by the U.S.District Court for the Eastern District of North Carolina, would close a federal grand jury investigation related to the Dan River coalash spill and ash basin operations at other North Carolina coal plants. If approved, Duke Energy’s subsidiaries will payapproximately $102 million in fines, restitution, community service and mitigation. The Compensation Committee exerciseddiscretion to take this $102 million expense into account to reduce the EPS and O&M performance measure payouts for certainsenior executives, including the named executive officers.

As a result of the inclusion of the $90 million of incremental costs and $102 million cost of the proposed settlement in thecalculation of the payouts for the named executive officers due to the Dan River incident and related costs, the EPS payout wasreduced from 120% to 78.33% of target and the O&M payout was reduced from 93% to 0% of target. As a result, the aggregateSTI payouts for the named executive officers were reduced by approximately 35%.

Reliability Metrics Description

Regulated Generation Commercial A measure of regulated fossil generation reliability, determined as the weightedAvailability percentage of time the regulated fossil generation units are available to generate

electricity, where the availability each hour is weighted by the difference betweenmarket price and unit cost.

Nuclear Generation Capacity Factor A measure of the amount of electricity produced by a nuclear generating unitrelative to the amount of electricity the unit is capable of producing.

System Average Interruption A measure of the number of sustained outages (greater than five minutes inFrequency Index (SAIFI) duration) experienced during the year per customer served from both

transmission and distribution systems calculated in accordance with theapplicable guidelines set forth in the IEEE Standard 1366-Guide for Electric PowerDistribution Reliability Indices, including application of the ‘‘major event day’’exclusions described therein.

System Average Interruption A measure of the number of outage minutes experienced during the year perDuration Index (SAIDI) customer served from both transmission and distribution systems calculated in

accordance with the applicable guidelines set forth in the IEEE Standard1366-Guide for Electric Power Distribution Reliability Indices, including applicationof the ‘‘major event day’’ exclusions described therein.

Commercial Availability (Midwest A composite measure of (i) nonregulated fossil generation reliability, determined asand Renewables Yield) the weighted percentage of time the nonregulated fossil generation units are

available to generate electricity, where the availability of each hour is weighted bythe difference between market price and unit cost and (ii) a renewables energyyield metric, determined by comparing actual generation to expected generation,based on wind speed at the turbines and solar intensity.

International Equivalent Availability A measure of the amount of electricity that potentially could be produced by aninternational generating unit relative to the amount of electricity the unit is actuallyproducing.

Individual ObjectivesThe remaining 20% of each named executive officer’s 2014 opportunity under the STI Plan was based on individual objectives. Theindividual goals, in the aggregate, could result in a payout with respect to the target opportunity equal to 50% in the event ofthreshold performance, 100% in the event of target performance and 150% in the event of maximum performance. As described

DUKE ENERGY – 2015 Proxy Statement 43

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COMPENSATION DISCUSSION AND ANALYSIS

below, the individual goals for each named executive officer consisted of a combination of strategic and operational objectives,which were measured based on a subjective determination.

Lynn J. Good

Goals Weight Description

Leadership Initiatives for 10% Provide effective leadership and direction with respect to strategic priorities as wellStrategic Priorities as key regulatory initiatives.Leadership Alignment and 10% Strengthen leadership alignment and employee engagement.Employee Engagement

Steven K. Young

Goals Weight Description

Financial Plan and 10% Develop and monitor Duke Energy’s financial plans and strategic initiatives.Strategic Initiatives

Communications Initiatives 5% Develop and implement communication plans for employees, analyst communityand investors.

Performance Review 5% Co-lead effort to develop and implement an ongoing performance review processProcess for Duke Energy that looks at strategic, operational and financial plans for both

short and long-term horizons.

Dhiaa M. Jamil

Goals Weight Description

Nuclear Generation 10% Improve safety, reliability and cost efficiency (including a focus on fleet governanceand alignment) of nuclear generation.

Cost Management 5% Implement excellence in cost management initiatives.

Project Management 5% Achieve predictable results on major projects through implementation of ProjectManagement Center of Excellence Principles.

Marc E. Manly

Goals Weight Description

Leadership Initiatives 10% Successfully lead Commercial Business team to execute on earningscommitments, growth and capital rotation opportunities.

Commercial Business 5% Review the strategic contributions of the Commercial Businesses to the DukeEnergy enterprise.

Sales Process 5% Lead the sales process for Midwest Commercial Generation to maximize value.Maximization

Lloyd M. Yates

Goals Weight Description

Regulatory Initiatives 10% Provide effective leadership and direction on strategic priorities and regulatoryinitiatives.

Leadership Alignment and 10% Strengthen leadership alignment and employee engagement.Employee Engagement

In light of the restructuring described above, effective August 1, officer’s performance relative to his individual objectives based2014, the individual objectives under the STI Plan for Messrs. on each applicable executive officer’s efforts to manage aJamil and Yates were modified to provide the Chief Executive successful transition of prior responsibilities and performanceOfficer with discretion in determining each applicable executive with respect to the executive officer’s new role.

44 DUKE ENERGY – 2015 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS

from January 1, 2012, to December 31, 2014, as compared toSafety Componentthe companies in the Philadelphia Utility Index, as follows:

In order to encourage a continued focus on safety, theRelative TSR Percent Payout of

Compensation Committee included the following safety Performance Target 2012-2014 Payout ofPercentile Performance Shares Result Targetmeasures in the 2014 STI Plan:75th or Higher 150% 44.4th 88.9%• Safety Penalty. The STI Plan payments for each of the50th (Target) 100%named executive officers were subject to a safety penalty of 25th 50%

5% depending on Duke Energy’s enterprise-wide serious Below 25th 0%injuries and fatalities (‘‘SIF’’) rate. In February, 2014 theCompensation Committee established a SIF goal of 31.

For purposes of the LTI program, TSR is calculated based onThere were 19 SIFs in 2014 and thus the safety penalty wasthe change, expressed as a percentage, in the fair market valuenot triggered and did not decrease the 2014 STI Planof an initial investment in common stock, over a specifiedawards.period, with dividends reinvested.

• Safety Adder. The STI Plan payments of the namedThe second measure was based on Duke Energy’s adjustedexecutive officers were also eligible for a safety adder thatreturn on equity (‘‘ROE’’) for the three-year period fromcould result in an increase of 5% if (i) there were no work-January 1, 2012, to December 31, 2014, as follows:related fatalities of any Duke Energy employee, contractor or

Percent Payout ofsubcontractor during 2014 and (ii) there were 19 or fewerAdjusted Target 2012-2014 Payout ofSIFs during 2014. Because work-related fatalities occurred Achieved ROE Performance Shares Result Target

during 2014, the 5% safety adder was not achieved. 10.6% or Higher 150% 12.4% 150%10.0% (Target) 100%9.4% 50%PayoutsBelow 9.4% 0%

As a result of the aggregate corporate, operational andindividual performance, each named executive officer’s The 2012 LTI program incorporated the adjusted ROEaggregate payout under the 2014 STI Plan was equal to: performance measure in recognition of the capital intensiveName Payout nature of Duke Energy’s business. The Compensation

Committee believes that this performance measure providedLynn J. Good $1,126,215Steven K. Young $ 292,495 an additional incentive to efficiently and effectively allocateDhiaa M. Jamil $ 387,634 capital and measure overall business performance. ForMarc E. Manly $ 326,616 additional information about the calculation of the ROELloyd M. Yates $ 339,994 measure, see page 50.

In the aggregate, this performance corresponds to a payout ofLong-Term Incentive Compensation 119.45% of the target number of 2012-2014 performance

shares, plus dividend equivalents earned during the 2012-2014Opportunities under the LTI program are provided to our namedperformance period. The following table lists the number ofexecutive officers to align executive and shareholder interests in2012-2014 performance shares to which our named executivean effort to maximize shareholder value. In this regard, eachofficers became vested at the end of the performance cycle:year the Compensation Committee reconsiders the design andName 2012-2014 Performance Sharesamount of the LTI awards and generally grants equity awards at

the Compensation Committee’s first regularly scheduled Lynn J. Good 16,272Steven K. Young 4,208meeting. Duke Energy’s executive officers do not have a role inDhiaa M. Jamil 13,890selecting the date on which LTI awards are granted. BecauseMarc E. Manly 15,874the closing price of Duke Energy’s common stock is a keyLloyd M. Yates* 4,098factor in determining the number of shares in each employee’s

LTI award, the Compensation Committee considers volatility *2012-2014 Performance Shares for Mr. Yates. Mr. Yateswhen determining the size of LTI plan awards. received these shares in connection with performance shares

provided by Progress Energy, prior to its merger with Duke2012-2014 Performance Shares under the Energy, for the 2012-2014 performance cycle. These

performance shares contained the following two equally-Duke Energy 2012 LTI Programweighted performance measures:

The 2012 performance share cycle commenced on January 1,• TSR. The first performance measure was based on the2012, and ended on December 31, 2014. The performance

relative TSR of Progress Energy (and, after the merger, theshares generally vest only to the extent two equally weightedrelative TSR of Duke Energy) for the three-year period fromperformance measures were satisfied. The first measure wasJanuary 1, 2012, to December 31, 2014, as compared to thebased on Duke Energy’s relative TSR for the three-year periodcompanies in a predetermined group of highly regulatedutilities. The payout that could be earned for this measurewas equal to 50% of the target opportunity in the event thatrelative TSR performance was at the 40th percentile, 100% of

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COMPENSATION DISCUSSION AND ANALYSIS

the target opportunity in the event that relative TSR In order to enhance our retention incentives, the 2014 restrictedperformance was at the 50th percentile and 200% of the stock units generally vest in equal portions on each of the firsttarget opportunity in the event that relative TSR performance three anniversaries of the grant date, provided the recipientwas at the 80th percentile. Based on the actual relative TSR continues to be employed by Duke Energy on each vestingperformance of Progress Energy and Duke Energy at the date.33.3rd percentile, Mr. Yates received no payout for the portion In order to emphasize pay-for-performance, the 2014of his performance shares related to the TSR performance performance shares generally vest at the end of the three-yearmeasure. performance period only to the extent the TSR performance

• EPS Growth. The second performance measure was based goal is satisfied. The Company utilized TSR as the performanceon the rate of earnings growth during the three-year period measure for the 2014 LTI program in order to emphasize itsfrom January 1, 2012, to December 31, 2014, calculated by importance in aligning the interests of executives andreference to the ongoing EPS of Duke Energy. The payout shareholders. The TSR performance goal is based on Dukethat could be earned for this measure was equal to 50% of Energy’s relative TSR for the three-year performance periodthe target opportunity in the event that the rate of growth of from January 1, 2014, to December 31, 2016, as compared toongoing EPS was at least 1% per year, 100% of the target the companies in the Philadelphia Utility Index, as follows:opportunity in the event that the rate of growth of ongoing Percent Payout ofEPS was at least 3%, and 200% of the target opportunity in TSR Percentile Ranking Target Performance Sharesthe event that the rate of growth of ongoing EPS was 5% or 90th or Higher 200%higher. Based on the 2.46% rate of growth of ongoing EPS of 50th (Target) 100%Progress Energy and Duke Energy during 2012-2014, 25th 30%

Below 25th 0%Mr. Yates received a payout of 86.5% of the targetopportunity for the portion of his performance shares relatedto the earnings growth measure. Retirement and Welfare Benefits

In the aggregate, this performance corresponds to a payout forOur named executive officers participate in the retirement andMr. Yates of 43.25% of his target number of 2012-2014welfare plans generally available to other eligible employees. Inperformance shares, plus dividend equivalents earned duringaddition, in order to attract and retain key executive talent, wethe 2012-2014 performance period.believe that it is important to provide our named executiveofficers with certain limited retirement benefits that are offered

2014 LTI Program only to a select group of management. The retirement plansthat are provided to our named executive officers, including theNo changes were made to the target LTI opportunities of theplans offered only to a select group of management, arenamed executive officers for 2014, each of which is listeddescribed on pages 56-58. These benefits are comparable tobelow.the benefits provided by peers of Duke Energy, as determined

Target LTI Opportunity based on market surveys.Name (as a % of base salary)

Lynn J. Good 450% Duke Energy provides the named executive officers with theSteven K. Young 150% same health and welfare benefits it provides to all other similarlyDhiaa M. Jamil 200% situated employees, and at the same cost charged to all otherMarc E. Manly 200% eligible employees. The named executive officers also areLloyd M. Yates 200% entitled to the same post-retirement health and welfare benefits

as those provided to similarly situated retirees.Under the 2014 LTI program, 30% of each named executiveofficer’s LTI opportunity was provided in the form of restrictedstock units and the remaining 70% was provided in the form ofperformance shares, as follows:

Performance RestrictedGrant Shares Stock

Name Date (at Target Level) Units

Lynn J. Good 2/25/2014 53,217 22,807Steven K. Young 2/25/2014 7,761 3,326Dhiaa M. Jamil 2/25/2014 12,811 5,491Marc E. Manly 2/25/2014 11,826 5,068Lloyd M. Yates 2/25/2014 11,136 4,773

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COMPENSATION DISCUSSION AND ANALYSIS

PerquisitesIn 2014, Duke Energy provided our named executive officers with certain other perquisites, which are disclosed in footnote 7 to theSummary Compensation Table on page 52. Duke Energy provides these perquisites as well as other benefits to certain executives inorder to provide competitive compensation packages. The cost of perquisites and other personal benefits is not part of base salaryand, therefore, does not affect the calculation of awards and benefits under Duke Energy’s other compensation arrangements (i.e.,retirement and incentive compensation plans). Unless otherwise noted, each of our named executive officers was eligible to receivethe perquisites and other benefits described in the following table.

Perquisite Description

Executive Physical Each executive is entitled to the annual reimbursement of up to $2,500 for the cost of acomprehensive physical examination.

Airline Membership Each executive is entitled to Chairman’s Preferred Status at US Airways.Personal Travel on Ms. Good may use corporate aircraft for personal travel in North America. With advanceCorporate Aircraft approval from the Chief Executive Officer, the other named executive officers may use the

corporate aircraft for personal travel in North America. If Ms. Good or any other namedexecutive officer uses the aircraft for personal travel, he or she must reimburse Duke Energy thedirect operating costs for such travel. However, Ms. Good is not required to reimburse DukeEnergy for the cost of travel to the executive physical described above or to meetings of theboard of directors of other companies on whose board she serves. For additional informationon the use of the corporate aircraft, see footnote 7 to the Summary Compensation Table.

Financial Planning and Each year, we reimburse each participating executive for expenses incurred for tax and financialTax Preparation Services planning services. This program is administered on a three-year cycle, such that participating

executives can be reimbursed for up to $15,000 of eligible expenses during the three-yearcycle.

Matching Charitable The Duke Energy Foundation, independent of Duke Energy, maintains The Duke EnergyContributions Foundation Matching Gifts Program under which employees are eligible for matching

contributions of up to $5,000 per calendar year to qualifying institutions.

Compensation Advisor and Peer Group

Compensation Advisor Compensation Peer GroupThe Compensation Committee has engaged Frederic W. One of our core compensation objectives is to attract and retainCook & Company, Inc. to report directly to the Compensation talented executive officers through total compensation thatCommittee as its independent compensation consultant. The generally is competitive with that of other executives and keycompensation consultant generally attends each employees of similarly sized companies with similar complexity,Compensation Committee meeting and provides advice to the whether within or outside of the utility sector. As a result, inCompensation Committee at the meetings, including reviewing setting 2014 compensation levels, the Compensationand commenting on market compensation data used to Committee reviewed market surveys showing each element ofestablish the compensation of the executive officers and total compensation against comparable positions atdirectors, the terms and performance goals applicable to comparable companies. For utility-specific positions, theincentive plan awards and analysis with respect to specific market data sources were (i) the Towers Watson CDB Energyprojects and information regarding trends and competitive Services Executive Compensation Database, which consists ofpractices. The consultant has been instructed that it is to the 103 companies listed on Appendix A and (ii) theprovide completely independent advice to the Compensation Philadelphia Utility Index. For general corporate positions, theCommittee and is not permitted to provide any services to Duke market data sources also included the Towers Watson CDBEnergy other than at the direction of the Compensation General Industry Executive Compensation Database, whichCommittee. With the consent of the Chair of the Compensation consists of the 109 companies with aggregate revenuesCommittee, the consultant may meet with management to between $13 billion and $60 billion, as listed on Appendix B.discuss strategic issues with respect to executive The Compensation Committee has developed a customizedcompensation and assist the consultant in its engagement with peer group for review of executive compensation levels andthe Compensation Committee. The Compensation Committee plan design practices. The peer group generally consists ofhas assessed the independence of Frederic W. Cook & similarly sized companies from the utility and general industryCompany, Inc. pursuant to SEC rules and concluded that no sectors, with the general industry companies also havingconflict of interest exists that would prevent the consulting firm satisfied at least one of the following characteristics: (i) operatesfrom independently advising the Compensation Committee. in capital-intensive industry; (ii) operates in a highly regulated

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COMPENSATION DISCUSSION AND ANALYSIS

industry; (iii) has significant manufacturing operations; or (iv) has customized combined peer group, which did not change inmore than 50% of its revenue in the United States. The 2014, consists of:

Compensation Peer Group

3M Dominion Resources FedEx MonsantoAmerican Electric Power Dow Chemical FirstEnergy NextEra EnergyCenturyLink DuPont General Dynamics PG&E Corp.Colgate-Palmolive Eaton International Paper SouthernConsolidated Edison Edison International Lockheed Martin UPSDeere & Co. Exelon Medtronic

At least once a year, the Compensation Committee reviews tally adjustments to specific elements of the total directsheets for each named executive officer, which include a compensation package. After reviewing this information: (i) thesummary of compensation paid in prior years, compensation Compensation Committee was able to confirm that the 2014for the current year, the valuation (at various assumed stock target total direct compensation for the named executiveprices) of all outstanding equity awards and a summary of officers generally was within the competitive range of theamounts payable upon a termination of employment under market data and (ii) the Committee is able to better understandvarious circumstances. This information allows the the relationship of various components of the totalCompensation Committee to evaluate the total compensation compensation program to each other.package for each named executive officer, as well as

Severance and Change in Control Benefits

Revenue Code. Instead, in the event that the severanceEmployment Agreement with Ms. Goodcompensation otherwise would constitute an ‘‘excess

Effective July 2013, Duke Energy entered into an employment parachute payment’’ (as defined in Section 280G of the Internalagreement with Ms. Good that contains a three-year initial term Revenue Code), the amount of payments or benefits would beand automatically renews for additional one-year periods at the reduced to the maximum level that would not result in an exciseend of the initial term unless either party provides 120 days’ tax under Section 4999 of the Internal Revenue Code if suchadvance notice. In the event of a change in control of Duke reduction would cause Ms. Good to retain an after-tax amountEnergy, the term automatically extends to a period of two years. in excess of what would be retained if no reduction were made.

Upon a termination of Ms. Good’s employment by Duke Energywithout ‘‘cause’’ or by Ms. Good for ‘‘good reason’’ (each as Severance Plandefined in her employment agreement), the following severance

The Executive Severance Plan provides varying levels ofwould be payable: (i) a lump-sum payment equal to a pro rataseverance to the named executive officers other thanamount of her annual bonus for the portion of the year that theMs. Good. The Compensation Committee believes that thistermination of employment occurs during which she wasplan is appropriate in order to provide a consistent approach toemployed, determined based on the actual achievement ofexecutive severance and to provide eligible executives withperformance goals; (ii) a lump-sum payment equal tocertainty and security while they are focusing on their duties2.99 times the sum of her annual base salary and target annualand responsibilities. Severance compensation would only bebonus opportunity; (iii) continued access to medical and dentalpaid in the event that an eligible executive’s employment isbenefits for 2.99 years, with monthly amounts relating to Dukeinvoluntarily terminated without ‘‘cause’’ or is voluntarilyEnergy’s portion of the costs of such coverage paid by Duketerminated for ‘‘good reason,’’ and are subject to complianceEnergy (reduced by coverage provided by future employers, ifwith restrictive covenants (i.e., noncompetition). The severanceany) and a lump-sum payment equal to the cost of basic lifecompensation that would be paid in the event of a qualifyinginsurance coverage for 2.99 years; (iv) one year oftermination of employment to those senior executives who areoutplacement services; (v) if termination occurs within 30 daysidentified as ‘‘Tier I Participants,’’ including Messrs. Young,prior to, or two years after, a change in control of Duke Energy,Jamil, Manly and Yates, generally approximate two times theirvesting in unvested retirement plan benefits that would haveannual compensation and benefits. The Executive Severancevested during the two years following the change in control,Plan prohibits the payment of severance if an executive alsoand a lump-sum payment equal to the maximum contributionswould be entitled to severance compensation under a separateand allocations that would have been made or allocated if sheagreement or plan maintained by Duke Energy, including thehad remained employed for an additional 2.99 years; andChange in Control Agreements described below. The Executive(vi) 2.99 additional years of vesting with respect to equitySeverance Plan does not provide for golden parachute exciseawards and an extended period to exercise outstanding vestedtax gross-up payments. The benefit levels under the Executivestock options following termination of employment.Severance Plan are described in more detail under the

Ms. Good is not entitled to any form of tax gross-up in ‘‘Potential Payments Upon Termination or Change in Control’’connection with Sections 280G and 4999 of the Internal section of this proxy statement.

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COMPENSATION DISCUSSION AND ANALYSIS

Termination or Change in Control’’ section on page 60 of thisChange in Control Agreementsproxy statement. The Change in Control Agreements do not

Duke Energy has entered into Change in Control Agreements provide for golden parachute excise tax gross-up payments.with the named executive officers other than Ms. Good. Underthese agreements, each such named executive officer would Shareholder Approval Policy forbe entitled to certain payments and benefits if (i) a change in

Severance Agreementscontrol were to occur and (ii) within two years following thechange in control, (a) Duke Energy terminates the executive’s The Compensation Committee has established a policyemployment without ‘‘cause’’ or (b) the executive terminates his pursuant to which it generally will seek shareholder approval foremployment for ‘‘good reason.’’ The severance provided by any future agreement with certain individuals (i.e., a namedDuke Energy is generally two times the executive’s annual executive officer) that provides severance compensation incompensation and benefits and becomes payable only if there excess of 2.99 times the sum of the executive’s base salary andis both a change in control and a qualifying termination of annual bonus, plus the value of continued participation inemployment. The Compensation Committee approved the two welfare, retirement and equity compensation plans determinedtimes severance multiplier after consulting with its advisors and as if the executive remained employed for 2.99 additional years.reviewing the severance provided by peer companies. The Under the policy, Duke Energy also will seek shareholderCompensation Committee believes that the protection approval of any such agreement that provides for the paymentprovided through these severance arrangements is appropriate of any tax gross-ups by reason of the executive’s termination ofin order to diminish the uncertainty and risk to the executives’ employment, including reimbursement of golden parachuteroles in the context of a potential or actual change in control. excise taxes.The benefit levels under the Change in Control Agreements aredescribed in more detail under the ‘‘Potential Payments Upon

Additional Compensation Matters

compensation program is performance-based, theConsideration of the Say-on-Pay VoteCompensation Committee has focused on aligning Duke

As required by the Dodd-Frank Act, we included a shareholder Energy’s compensation policies with the long-term interests ofvote on executive compensation in last year’s proxy statement. Duke Energy and avoiding rewards that could createBecause our shareholders supported the compensation of our unnecessary risks to the Company, as evidenced by thenamed executive officers as disclosed in the 2014 proxy following:statement (i.e., approximately 92% of the votes represented in

We do not use highly leveraged STI goals, but instead the STIperson or by proxy), the Compensation Committee views theopportunities are based on balanced performance metricsresults of this advisory vote as confirmation that ourthat promote short-term and long-term goals, and allcompensation program, including our emphasis on pay-for-payouts are capped at a pre-established percentage of theperformance, is structured and designed to achieve our statedtarget payment opportunity.goals and objectives. As a result, we have continued to

emphasize pay-for-performance alignment, and our 2014 Our LTI opportunities generally vest over a period of threecompensation program, as previously described, continues to years in order to focus our executives on long-termreflect this philosophy. performance and enhance retention. Our performance

shares are granted annually and have overlapping three-yearperformance periods, so any inappropriate risks taken toRisk Assessment of Compensationincrease the payout under one award could jeopardize thePolicies and Practices potential payouts under other awards.

In consultation with the Compensation Committee, members We use a variety of performance metrics (i.e., adjustedof management from Duke Energy’s Human Resources, Legal diluted EPS, O&M expense, reliability, safety and TSR) thatand Risk Management groups assessed whether our correlate to long-term value, and our performance goals arecompensation policies and practices encourage excessive or set at levels that we believe are reasonable in light of pastinappropriate risk-taking by our employees, including performance and market conditions.employees other than our named executive officers. This

Our stock ownership policy requires the members of ourassessment included a review of the risk characteristics ofExecutive Leadership Team, including our named executiveDuke Energy’s business and the design of our incentive plansofficers, to hold a minimum level of Duke Energy shares soand policies.that each executive has personal wealth tied to the long-term

Management reported its findings to the Compensation success of Duke Energy and is therefore aligned withCommittee, and after review and discussion, the shareholders.Compensation Committee concluded that our plans and

We maintain a ‘‘clawback policy,’’ which allows Duke Energypolicies do not encourage excessive or inappropriate risk-to require the reimbursement of any incentive compensation,taking. Although a significant portion of our executive

DUKE ENERGY – 2015 Proxy Statement 49

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COMPENSATION DISCUSSION AND ANALYSIS

the payment of which was predicated upon the achievement evaluate operations of the Company. The O&M expenseof financial results that were subsequently the subject of a measure used for incentive plan purposes also is a non-GAAPrestatement caused or partially caused by the recipient’s financial measure as it represents GAAP O&M adjustedfraud or misconduct. It also entitles us to recover inadvertent primarily for expenses recovered through rate riders, certainpayments based on an incorrect calculation. regulatory accounting deferrals and applicable special items.

Special items represent certain charges and credits, whichTax and Accounting Implications management believes will not be recurring on a regular basis,

although it is reasonably possible such charges and creditsDeductibility of Executive Compensationcould recur. As a result of the agreement in August 2014 to sell

The Compensation Committee reviews and considers the the Disposal Group to Dynegy Inc., the operating results of thedeductibility of executive compensation under Section 162(m) Disposal Group are classified as discontinued operations,of the Internal Revenue Code, which provides that Duke Energy including a portion of the mark-to-market adjustmentsgenerally may not deduct, for federal income tax purposes, associated with derivative contracts. Management believesannual compensation in excess of $1 million paid to certain that including the operating results of the Disposal Groupemployees. Performance-based compensation paid pursuant classified as discontinued operations better reflects its financialto shareholder approved plans is not subject to the deduction performance and therefore has included these results inlimit as long as such compensation is approved by ‘‘outside adjusted diluted EPS. Derivative contracts are used in Dukedirectors’’ within the meaning of Section 162(m) of the Internal Energy’s hedging of a portion of the economic value of itsRevenue Code and certain other requirements are satisfied. generation assets in the Commercial Power segment. The

mark-to-market impact of derivative contracts is recognized inAlthough the Compensation Committee generally intends toGAAP earnings immediately and, if associated with thestructure and administer executive compensation plans andDisposal Group, classified as discontinued operations, as sucharrangements so that they will not be subject to the deductionderivative contracts do not qualify for hedge accounting orlimit of Section 162(m) of the Code, the Compensationregulatory treatment. The economic value of generation assetsCommittee may, from time to time, approve payments thatis subject to fluctuations in fair value due to market pricecannot be deducted in order to maintain flexibility in structuringvolatility of input and output commodities (i.e., coal, electricity,appropriate compensation programs in the interests ofnatural gas). Economic hedging involves both purchases andshareholders. For example, restricted stock unit awardssales of those input and output commodities related toreceived by certain employees, and amounts paid to certaingeneration assets. Operations of the generation assets areemployees under the STI Plan with respect to individualaccounted for under the accrual method. Managementobjectives, may not be deductible for federal income taxbelieves excluding impacts of mark-to-market changes of thepurposes, depending on the amount and other types ofderivative contracts from adjusted earnings until settlementcompensation received by such employees.better matches the financial impacts of the derivative contract

Accounting for Stock-Based Compensation with the portion of economic value of the underlying hedgedasset. Management believes that the presentation of adjustedStock-based compensation represents costs related to stock-diluted EPS provides useful information to investors, as itbased awards granted to employees and members of the Dukeprovides them an additional relevant comparison of theEnergy Board of Directors. Duke Energy recognizes stock-company’s performance across periods. The most directlybased compensation based upon the estimated fair value ofcomparable GAAP measures for adjusted diluted EPS andthe awards, net of estimated forfeitures at the date of issuance.O&M expense measures used for incentive plan purposes areThe recognition period for these costs begins at either thereported diluted EPS from continuing operations attributable toapplicable service inception date or grant date and continuesDuke Energy Corporation common shareholders and reportedthroughout the requisite service period or, for certain share-O&M expense from continuing operations, which include thebased awards, until the employee becomes retirement eligible,impact of special items and the mark-to-market impacts ofif earlier. Compensation cost is recognized as expense oreconomic hedges in the Commercial Power segment.capitalized as a component of property, plant and equipment.For purposes of the LTI program, adjusted ROE is calculated

Non-GAAP Financial Measures based on the average of the annual adjusted ROE, with equitydetermined on a quarterly basis, earned by Duke Energy duringAs described previously in this Compensation Discussion andthe applicable performance period with each annual adjustedAnalysis, Duke Energy uses various financial measures,ROE being calculated by dividing adjusted net income byincluding adjusted diluted EPS and O&M expense, inaverage shareholders’ equity, which is calculated by referenceconnection with short-term and long-term incentives. Adjustedto shareholders’ equity as reported on Duke Energy’sdiluted EPS is a non-GAAP financial measure as it representsconsolidated balance sheet, excluding goodwill. Under thisdiluted EPS from continuing operations attributable to Dukecalculation, adjusted net income is determined in a mannerEnergy Corporation common shareholders, adjusted for thesimilar to the methodology used for calculating adjusted dilutedper share impact of the mark-to-market impacts of economicEPS for purposes of the STI Plan. In addition, the EPS growthhedges in the Commercial Power segment and special items,performance measure applicable to certain performanceincluding the operating results of the nonregulated Midwestshares originally granted by Progress Energy also is determinedgeneration business (‘‘Disposal Group’’) classified asin a manner similar to the methodology used for calculatingdiscontinued operations for GAAP purposes. Duke Energy’sadjusted diluted EPS for purposes of the STI Plan.management also uses adjusted diluted EPS as a measure to

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SUMMARY COMPENSATION TABLE

The following table provides compensation information for our Chief Executive Officer (Ms. Good), our Chief Financial Officer(Mr. Young) and the three other most highly compensated executive officers who were employed on December 31, 2014(Messrs. Jamil, Manly and Yates). The table provides information for 2012 and 2013 only to the extent that each named executiveofficer was included in the Duke Energy Summary Compensation Table for those years.

Change inPension

Value andNonqualified

Non-Equity DeferredStock Option Incentive Plan Compensation All Other

Name and Principal Salary Bonus Awards Awards Compensation Earnings Compensation TotalPosition Year ($) ($)(3) ($)(4) ($) ($)(5) ($)(6) ($)(7) ($)

Lynn J. Good 2014 1,200,000 0 5,290,357 0 1,126,215 357,205 331,574 8,305,351Vice Chairman, President, 2013 929,167 0 4,177,007 0 1,103,411 87,825 175,600 6,473,010and Chief Executive Officer 2012 617,500 0 1,220,361 0 648,401 523,790 76,515 3,086,567

Steven K. Young 2014 535,418 0 771,522 0 292,495 157,862 50,296 1,807,593Executive Vice President 2013 409,764 0 404,173 0 265,840 66,558 36,834 1,183,169and Chief Financial Officer

Dhiaa M. Jamil(1) 2014 650,000 0 1,273,601 0 387,634 209,183 89,910 2,610,328Executive Vice President 2013 633,333 0 1,573,043 0 528,048 145,665 77,126 2,957,215and President, Regulated 2012 537,500 0 1,041,760 0 558,004 192,123 90,821 2,420,208Generation

Marc E. Manly 2014 600,000 0 1,175,619 0 326,616 517,897 154,381 2,774,513Executive Vice President 2013 600,000 0 1,452,121 0 494,256 329,909 134,391 3,010,677and President, Commercial 2012 600,000 0 1,190,573 0 626,165 528,654 201,381 3,146,773Portfolio

Lloyd M. Yates(2) 2014 585,833 1,000,000 1,107,076 0 339,994 1,038,073 272,487 4,343,463Executive Vice President, 2013 559,673 0 1,367,408 0 497,126 59,944 177,764 2,661,915Market Solutions andPresident, Carolinas Region

(1) Effective August 1, 2014, Mr. Jamil became Executive Vice President and President, Regulated Generation. Prior to this realignment, he served asExecutive Vice President and President, Duke Energy Nuclear.

(2) Effective August 1, 2014, Mr. Yates became Executive Vice President, Market Solutions and President, Carolinas Region. Prior to this realignment, heserved as Executive Vice President, Regulated Utilities.

(3) This column reflects Mr. Yates’ retention agreement dated July 9, 2012, under which he was entitled to $1,000,000 as a result of remainingcontinuously employed with Duke Energy until the second anniversary of the Progress Energy merger (i.e. July 2, 2014). This amount (less applicabletaxes) was credited to an unfunded account under the Executive Savings Plan, which will be adjusted with earnings and losses and will be paid inmonthly installments over the seven year period following Mr. Yates’ termination of employment.

(4) This column does not reflect the value of stock awards that were actually earned or received by the named executive officers during each of the yearslisted above. Rather, as required by applicable SEC rules, this column reflects the aggregate grant date fair value of the performance shares (based onthe probable outcome of the performance conditions as of the date of grant) and restricted stock units granted to our named executive officers in theapplicable year. The aggregate grant date fair value of the performance shares granted in 2014 to Ms. Good and Messrs. Young, Jamil, Manly andYates, assuming that the highest level of performance would be achieved, is $7,560,007; $1,102,528; $1,819,931; $1,680,002; and $1,581,980;respectively. The aggregate grant date fair value of the awards was determined in accordance with the accounting guidance for stock-basedcompensation. See Note 20 of the Consolidated Financial Statements contained in our Form 10-K for an explanation of the assumptions made in valuingthese awards.

(5) With respect to the applicable performance period, this column reflects amounts payable under the Duke Energy Corporation Executive Short-TermIncentive Plan. Unless deferred, the 2014 amounts were paid in March 2015.

DUKE ENERGY – 2015 Proxy Statement 51

EXECUTIVE COMPENSATION

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EXECUTIVE COMPENSATION

(6) This column includes the amounts listed below. The amounts listed were earned over the 12-month period ending on December 31, 2014.

Good Young Jamil Manly Yates($) ($) ($) ($) ($)

Change in Actuarial Present Value of Accumulated Benefit Under:Duke Energy Retirement Cash Balance Plan 36,789 63,179 61,765 75,172 0Duke Energy Executive Cash Balance Plan 320,416 94,683 147,418 442,725 966,738Progress Energy Pension Plan 0 0 0 0 71,335

Total 357,205 157,862 209,183 517,897 1,038,073

(7) The All Other Compensation column includes the following for 2014:

Good Young Jamil Manly Yates($) ($) ($) ($) ($)

Matching Contributions Under the Duke Energy Retirement Savings Plan/Progress 15,600 15,600 15,600 15,600 15,600Energy 401(k)

Make-Whole Matching Contribution Credits Under the Duke Energy Corporation 122,605 32,476 55,083 50,055 49,378Executive Savings Plan

Personal Use of Airplane* 181,369 0 0 83,596 67,679

Airline Membership 0 0 0 0 0

Business travel accident insurance 0 0 0 130 0

Charitable Contributions Made in the Name of the Executive** 5,000 250 5,000 5,000 0

Executive Physical Exam Program 2,500 0 0 0 1,650

Financial Planning Program 4,500 1,970 14,227 0 5,000

Relocation Expenses 0 0 0 0 133,180

Total 331,574 50,296 89,910 154,381 272,487

* Regarding use of corporate aircraft, named executive officers are required to reimburse Duke Energy the direct operating costs of any personal travel.With respect to flights on a leased or chartered airplane, direct operating costs equal the amount that the third party charges Duke Energy for such trip.With respect to flights on the Company-owned airplane, direct operating costs include the amounts permitted by the Federal Aviation Regulations fornon-commercial carriers. Named executive officers are permitted to invite their spouse or other guests to accompany them on business trips whenspace is available; however, in such events, the named executive officer is imputed income in accordance with IRS guidelines. The additional costincluded in the table above is the amount of the IRS-specified tax deduction disallowance, if any, plus any additional carbon credits purchased withrespect to the named executive officer’s personal travel.

** Certain charitable contributions made by the named executive officers are not eligible for matching under the Matching Gifts Program and therefore arenot listed above.

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EXECUTIVE COMPENSATION

GRANTS OF PLAN-BASED AWARDS

All Other GrantStock Date Fair

Awards: ValueEstimated Possible Estimated Future Payouts Number of StockPayouts Under Non-Equity Under Equity Incentive of Shares andIncentive Plan Awards(1) Plan Awards(2)of Stock Option

Grant Threshold Target Maximum Threshold Target Maximum or Units AwardsName Grant Type Date ($) ($) ($) (#) (#) (#) (#)(3) ($)(4)

Lynn J. Good Cash Bonus 712,500 1,500,000 2,756,250

Lynn J. Good Long-Term 2/25/2014 15,965 53,217 106,434 3,670,376Perf. Shares

Lynn J. Good Restricted 2/25/2014 22,807 1,619,981Stock Units

Steven K. Young Cash Bonus 188,912 397,710 730,792

Steven K. Young Long-Term 2/25/2014 2,328 7,761 15,522 535,276Perf. Shares

Steven K. Young Restricted 2/25/2014 3,326 236,246Stock Units

Dhiaa M. Jamil Cash Bonus 247,000 520,000 955,500

Dhiaa M. Jamil Long-Term 2/25/2014 3,843 12,811 25,622 883,575Perf. Shares

Dhiaa M. Jamil Restricted 2/25/2014 5,491 390,026Stock Units

Marc E. Manly Cash Bonus 228,000 480,000 882,000

Marc E. Manly Long-Term 2/25/2014 3,548 11,826 23,652 815,639Perf. Shares

Marc E. Manly Restricted 2/25/2014 5,068 359,980Stock Units

Lloyd M. Yates Cash Bonus 222,617 468,667 861,175

Lloyd M. Yates Long-Term 2/25/2014 3,341 11,136 22,272 768,050Perf. Shares

Lloyd M. Yates Restricted 2/25/2014 4,773 339,026Stock Units

(1) Reflects the STI opportunity granted to our named executive officers in 2014 under the Duke Energy Corporation Executive Short-Term Incentive Plan.The information included in the ‘‘Threshold,’’ ‘‘Target’’ and ‘‘Maximum’’ columns reflects the range of potential payouts under the plan established by theCompensation Committee. The actual amounts earned by each executive under the terms of such plan are disclosed in the Summary CompensationTable.

(2) Reflects the performance shares granted to our named executive officers in 2014 under the Duke Energy Corporation 2010 Long-Term Incentive Plan.The information included in the ‘‘Threshold,’’ ‘‘Target’’ and ‘‘Maximum’’ columns reflects the range of potential payouts under the plan established by theCompensation Committee. Earned performance shares will be paid following the end of the 2014-2016 performance period, based on the extent towhich the performance goals have been achieved. Any shares not earned are forfeited. In addition, following a determination that the performance goalshave been achieved, participants will receive a cash payment equal to the amount of cash dividends paid on one share of Duke Energy common stockduring the performance period multiplied by the number of performance shares earned.

(3) Reflects the restricted stock units granted to our named executive officers in 2014 under the Duke Energy Corporation 2010 Long-Term Incentive Plan.The restricted stock units generally vest in equal portions on each of the first three anniversaries of the grant date, provided the recipient continues to beemployed by Duke Energy on each vesting date. If dividends are paid during the vesting period, then the participants will receive a current cash paymentequal to the amount of cash dividends paid on one share of Duke Energy common stock during the vesting period multiplied by the number of unvestedrestricted stock units.

(4) Reflects the grant date fair value of each restricted stock unit and performance share (based on the probable outcome of the performance conditions asof the date of grant) granted to our named executive officers in 2014, as computed in accordance with the accounting guidance for stock-basedcompensation.

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EXECUTIVE COMPENSATION

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table shows the outstanding equity awards held by our named executive officers as of December 31, 2014.

Stock AwardsEquity Incentive Equity Incentive

Number of Market Value Plan Awards: Plan Awards:Shares or of Shares or Number of Market or PayoutUnits of Units of Unearned Shares, Value of Unearned

Stock That Stock That Units or Other Shares, Units orHave Not Have Not Rights That Have Other Rights That

Vested Vested Not Vested Have Not VestedName (#)(1) ($) (#)(2) ($)

Lynn J. Good 34,816 2,908,529Lynn J. Good 35,220 2,942,279Lynn J. Good 53,217 4,445,748Steven K. Young 4,797 400,741Steven K. Young 3,383 282,616Steven K. Young 7,761 648,354Dhiaa M. Jamil 10,915 911,839Dhiaa M. Jamil 13,167 1,099,971Dhiaa M. Jamil 12,811 1,070,231Marc E. Manly 10,439 872,074Marc E. Manly 12,155 1,015,429Marc E. Manly 11,826 987,944Lloyd M. Yates 9,429 787,699Lloyd M. Yates 11,446 956,199Lloyd M. Yates 11,136 930,301

(1) Ms. Good and Messrs. Young, Jamil and Manly received restricted stock units on February 27, 2012, February 25, 2013, and February 25, 2014,which vest, subject to certain exceptions, in equal installments on the first three anniversaries of the date of grant. In addition, Ms. Good receivedrestricted stock units on August 26, 2013, which vest, subject to certain exceptions, in equal installments on the first three anniversaries ofFebruary 25, 2013. Mr. Yates received restricted stock units on March 16, 2012, February 25, 2013, and February 25, 2014, which vest, subject tocertain exceptions, in equal installments on the first three anniversaries of the date of grant.

(2) Ms. Good and Messrs. Young, Jamil, Manly and Yates received performance shares on February 25, 2013, and on February 25, 2014, and Ms. Goodreceived additional performance shares on August 26, 2013, that, subject to certain exceptions, are eligible for vesting on December 31, 2015, andDecember 31, 2016, respectively. Pursuant to applicable SEC rules, all of the performance shares granted in 2013 and 2014 are listed at the targetnumber of shares.

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EXECUTIVE COMPENSATION

OPTION EXERCISES AND STOCK VESTED

Stock AwardsNumber of

Duke EnergyShares Value

Acquired on Realized onVesting Vesting

Name (#)(1) ($)(2)

Lynn J. Good 25,473 2,151,403Steven K. Young 5,766 498,015Dhiaa M. Jamil 19,378 1,668,425Marc E. Manly 21,733 1,877,409Lloyd M. Yates 12,339 925,525

(1) Includes vested restricted stock units and performance shares covering the 2012-2014 performance period for all named executive officers. TheCompensation Committee certified the achievement of the applicable performance measures for the performance share cycles ending in 2014 onFebruary 25, 2015.

(2) The value realized upon vesting of stock awards was calculated based on the closing price of a share of Duke Energy common stock on the respectivevesting date and includes the following cash payments for dividend equivalents on earned performance shares: Ms. Good: $138,637; Mr. Young:$35,852; Mr. Jamil: $118,343; and Mr. Manly: $135,246. The value realized upon the vesting of the performance shares for Mr. Yates includesreinvested dividends through the fourth quarter of 2014. Dividend equivalents for the first quarter of 2015 are not included above but were paid due tothe fact that the vested performance shares were not distributed until after the certification of performance results on February 25, 2015.

PENSION BENEFITS

Present Value PaymentsNumber of Years of Accumulated During Last

Plan Credited Service Benefit Fiscal YearName Name (#) ($) ($)

Lynn J. Good Duke Energy Retirement Cash Balance Plan 11.67 220,031 0Lynn J. Good Duke Energy Corporation Executive Cash Balance Plan 11.67 5,303,604 0Steven K. Young Duke Energy Retirement Cash Balance Plan 34.51 594,203 0Steven K. Young Duke Energy Corporation Executive Cash Balance Plan 34.51 562,575 0Dhiaa M. Jamil Duke Energy Retirement Cash Balance Plan 33.34 622,824 0Dhiaa M. Jamil Duke Energy Corporation Executive Cash Balance Plan 33.34 794,028 0Marc E. Manly Duke Energy Retirement Cash Balance Plan 12.17 523,998 0Marc E. Manly Duke Energy Corporation Executive Cash Balance Plan 12.17 9,107,106 0Lloyd M. Yates Progress Energy Pension Plan 16.03 399,750 0Lloyd M. Yates Duke Energy Corporation Executive Cash Balance Plan 16.03 3,688,472 0

Duke Energy provides pension benefits that are intended to assist its retirees with their retirement income needs. A more detaileddescription of the plans that comprise Duke Energy’s pension program follows.

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EXECUTIVE COMPENSATION

Duke Energy Retirement Cash Balance Plan

Ms. Good and Messrs. Young, Jamil and Manly actively RCBP. The balances that Ms. Good and Mr. Manly had underparticipate in the Duke Energy Retirement Cash Balance Plan the Cinergy Plan’s ‘‘cash balance account’’ formula at the end(‘‘RCBP’’), which is a noncontributory, defined benefit of 2012 were credited to their hypothetical accounts under theretirement plan that is intended to satisfy the requirements for RCBP. Prior to 2011, the Cinergy Plan also provided benefitsqualification under Section 401(a) of the Internal Revenue under the Traditional Program formula, which provides benefitsCode. The RCBP generally covers employees of Duke Energy based on service and final average monthly pay. After 2010, alland affiliates, with certain exceptions for individuals previously non-union participants in the Traditional Program formula,employed with Progress Energy and who are covered under the including Mr. Manly, were moved into the Cinergy Plan’s cashProgress Plan (described below) and for individuals employed balance account formula with the retention of a frozen accruedor re-employed on or after January 1, 2014. The RCBP benefit under the Traditional Program (i.e., the benefit is notcurrently provides benefits under a ‘‘cash balance account’’ increased for service and pay after 2010). Ms. Good has alwaysformula (described below are certain prior plan formulas). participated in the Cinergy Plan’s cash balance accountMs. Good and Messrs. Young, Jamil and Manly have satisfied formula.the eligibility requirements to receive his or her RCBP account

Under the Cinergy Plan’s Traditional Program, in whichbenefit upon termination of employment. The RCBP benefit isMr. Manly participated prior to 2011, each participant earns apayable in the form of a lump sum in the amount credited to abenefit under a final average pay formula, which calculateshypothetical account at the time of benefit commencement.pension benefits based on a participant’s ‘‘highest averagePayment is also available in annuity forms based on theearnings’’ and years of plan participation. The Traditionalactuarial equivalent of the account balance.Program benefit is payable following normal retirement at age

The amount credited to the hypothetical account is increased 65, following early retirement at or after age 50 with three orwith monthly pay credits equal to (i) for participants with more years of service (with reduction in the life annuity forcombined age and service of less than 35 points, 4% of eligible commencement before age 62 in accordance with prescribedmonthly compensation, (ii) for participants with combined age factors) and at or after age 55 with combined age and service ofand service of 35 to 49 points, 5% of eligible monthly 85 points (with no reduction in the life annuity forcompensation, (iii) for participants with combined age and commencement before normal retirement age). Mr. Manly isservice of 50 to 64 points, 6% of eligible monthly compensation eligible for an early retirement benefit, the amount of whichand (iv) for participants with combined age and service of 65 or would not be reduced for early commencement. Payment ismore points, 7% of eligible monthly compensation. If the available in a variety of annuity forms.participant earns more than the Social Security wage base, the

The Traditional Program benefit formula is the sum of (a), (b),account is credited with additional pay credits equal to 4% ofand (c), where (a) is 1.1% of final average monthly pay (‘‘FAP’’)eligible compensation above the Social Security wage base.times years of participation (up to a maximum of 35 years);Interest credits are credited monthly. The interest rate forwhere (b) is 0.5% times FAP in excess of monthly Socialbenefits accrued after 2012 is based on an annual interestSecurity covered compensation times years of participation (upfactor of 4% and for benefits accrued before 2013 is basedto a maximum of 35 years); and where (c) is 1.55% of FAP timesgenerally on the annual yield on the 30-year Treasury rateyears of participation in excess of 35. The benefit under the(determined quarterly), subject to a minimum of 4% and aTraditional Program will not be less than the minimum formula,maximum of 9%.which is the sum of (x) and (y), where (x) is the lesser of (i) 1.12%

For the RCBP, eligible monthly compensation is equal to of FAP times years of participation (up to a maximum ofForm W-2 wages, plus elective deferrals under a 401(k), 35 years) plus 0.5% times FAP in excess of monthly Socialcafeteria, or 132(f) transportation plan, and deferrals under the Security covered compensation times years of participation (upExecutive Savings Plan. Compensation does not include to a maximum of 35 years) or (ii) 1.163% of FAP times years ofseverance pay (including vacation bank time and payment for participation (up to a maximum of 35 years); and where (y) isunused vacation), expense reimbursements, allowances, cash 1.492% of FAP times years of participation over 35 years.or noncash fringe benefits, moving expenses, bonuses for Social Security covered compensation is the average of theperformance periods in excess of one year, transition pay, LTI Social Security wage bases during the 35 calendar yearscompensation (including income resulting from any stock- ending in the year the participant reaches Social Securitybased awards such as stock options, stock appreciation rights, retirement age.restricted stock units or restricted stock), military leave of

FAP is the average of the participant’s total pay during the threeabsence pay (including differential wage payments) and otherconsecutive years of highest pay from the last 10 years ofcompensation items to the extent described as not included forparticipation. This is determined using the three consecutivepurposes of benefit plans or the RCBP. The benefit under thecalendar years or last 36 months of participation that yield theRCBP is limited by maximum benefits and compensation limitshighest FAP (determined without including banked vacation).under the Internal Revenue Code.For Mr. Manly and other similarly situated participants, banked

Effective at the end of 2012, the Cinergy Corp. Non-Union vacation as of December 31, 2010 (or, if less, at retirement) isEmployees’ Pension Plan (‘‘Cinergy Plan’’) was merged into the then added to this amount to obtain the FAP. Mr. Manly’s FAP

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EXECUTIVE COMPENSATION

was frozen on December 31, 2010, and will not be increased by include reimbursements or other expense allowances, imputedcompensation received thereafter. income, fringe benefits, moving and relocation expenses,

deferred compensation, welfare benefits, long-termTotal pay under the Traditional Program includes base salary or performance awards and executive individual incentive awards.wages, overtime pay, shift premiums, work schedule The benefit under the Traditional Program is limited byrecognition pay, holiday premiums, retirement bank vacation maximum benefits and compensation limits under the Internalpay, performance lump-sum pay, annual incentive plan awards Revenue Code.and annual performance cash awards. Total pay does not

Duke Energy Corporation Executive Cash Balance Plan

Messrs. Young, Jamil and Yates actively participate in the Duke provided to the Progress Energy participants under theEnergy Corporation Executive Cash Balance Plan (‘‘ECBP’’), Progress Energy Supplemental Plan, to be instead providedwhich is a noncontributory, defined benefit retirement plan that pursuant to the ECBP. The ECBP provides that Mr. Yates willis not intended to satisfy the requirements for qualification participate in the ECBP and, subject to the terms andunder Section 401(a) of the Internal Revenue Code. Benefits conditions of the ECBP, be entitled to nonqualified retirementearned under the ECBP are attributable to (i) compensation in benefits equal to the greater of:excess of the annual compensation limit ($265,000 for 2015)

The sum of (i) the accrued benefit under the Progress Energyunder the Internal Revenue Code that applies to theSupplemental Plan frozen as of July 2, 2012 (based ondetermination of pay credits under the RCBP and Progressapplicable service and compensation earned prior to July 2,Plan; (ii) restoration of benefits in excess of a defined benefit2012); and (ii) future benefits under the ECBP with respect toplan maximum annual benefit limit ($210,000 for 2015) underservice and compensation levels following July 2, 2012; orthe Internal Revenue Code that applies to the RCBP and

Progress Plan; and (iii) supplemental benefits granted to a The benefits earned under the Progress Energyparticular participant. Generally, benefits earned under the Supplemental Plan, as increased by post-July 2, 2012,RCBP, Progress Plan and the ECBP vest upon completion of service and cost of living adjustments.three years of service, and, with certain exceptions, vested

Mr. Yates participates in the Progress Energy Supplementalbenefits generally become payable upon termination ofPlan formula of the ECBP and is fully vested in his benefit.employment with Duke Energy.Payments attributable to the Progress Energy Supplemental

Amounts were credited to an account established for Ms. Good Plan formula generally are made in the form of an annuity,and Mr. Manly under the ECBP pursuant to an amendment to payable at age 65. The monthly payment is calculated using aeach of their prior employment agreements that was negotiated formula that equates to 4% per year of service (capped at 62%)in connection with the merger of Cinergy Corp. and Duke multiplied by the average monthly eligible pay (annual baseEnergy. Ms. Good will not earn any additional benefits under salary and annual cash incentive award) for the highestany nonqualified defined benefit plan (other than future interest completed 36 months of eligible pay within the precedingcredits under the ECBP) unless and until she continues 120-month period. Benefits under the Progress Energyemployment with Duke Energy past age 62. Mr. Manly’s Supplemental Plan formula are fully offset by Social Securityaccount under the ECBP began receiving interest credits when benefits and by benefits paid under the Progress Plan. Anit was established and began earning additional benefits (pay executive officer who is age 55 or older with at least 15 years ofcredits) when he attained age 62 in 2014. service may elect to retire prior to age 65 and his or her benefit

generally will commence within 60 days of the first calendarEffective as of July 2, 2012 (i.e., the closing of the Duke Energy/month following retirement. The early retirement benefit will beProgress Energy merger), the portion of the Supplementalreduced by 2.5% for each year the participant receives theSenior Executive Retirement Plan of Progress Energy, Inc.benefit prior to reaching age 65. All service with Duke Energy(‘‘Progress Energy Supplemental Plan’’) relating to the 10 activeand its affiliates is treated as eligible service for purposes ofparticipants in the Progress Energy Supplemental Plan,meeting the Progress Energy Supplemental Plan’s eligibilityincluding Mr. Yates, was merged into the ECBP, resulting in therequirements.nonqualified retirement benefits that were originally to be

Progress Energy Pension Plan

Mr. Yates participates in the Progress Energy Pension Plan cash balance benefits under the same formula as the RCBP.(‘‘Progress Plan’’), which is a noncontributory defined benefit Prior to 2014, pay credits ranged from 3% to 7% depending onpension plan sponsored by Progress Energy for eligible non- the participant’s age at the beginning of each plan year, plus anbargaining employees. The Progress Plan is a ‘‘cash balance’’ additional similar credit on eligible pay above 80% of the Socialdefined benefit plan. After 2013, the Progress Plan provides for Security wage base. Interest credits for benefits accrued before

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EXECUTIVE COMPENSATION

2014 are based on an annual interest credit rate of 4% and are earlier of the date they complete three years of vesting serviceadded to cash balance accounts on December 31 of each year or the date they reach normal retirement age, which is age 65,based on account balances as of January 1. Generally, while employed. At benefit commencement, an employee hasemployees become vested under the Progress Plan on the several lump-sum and annuity payment options.

Present Value Assumptions

Because the pension amounts shown in the Pension Benefits the form of a lump sum. Annuity benefits are assumed to beTable are the present values of current accrued retirement paid in the form of either (i) a single life annuity or (ii) a 50% jointbenefits, numerous assumptions must be applied. The values and survivor annuity. The post-retirement mortality assumptionare based on the same assumptions as used in our Annual is consistent with that used in Duke Energy’s Form 10-K.Report, except as required by applicable SEC rules. Such Benefits are assumed to commence at age 62 for Ms. Goodassumptions include a 4.1% discount rate and an interest and Mr. Manly and at age 65 for Messrs. Young, Jamil andcrediting rate of 4.25% for Duke Energy cash balance accounts Yates, or the named executive officer’s current age (if later), andfor benefits accrued before 2013 and 4% for benefits accrued each named executive officer is assumed to remain employedafter 2012 and 4% for the Progress Plan cash balance until that age.accounts. Cash balance accounts are assumed to be paid in

NONQUALIFIED DEFERRED COMPENSATION

Executive Registrant Aggregate Aggregate AggregateContributions Contributions Earnings Withdrawals/ Balance at

in Last FY in Last FY in Last FY Distributions Last FYEName ($)(1) ($)(2) ($) ($) ($)(3)

Lynn J. Good 132,000 122,605 48,984 0 1,019,250Duke Energy Corporation Executive Savings Plan

Steven K. Young 27,762 32,476 48,468 0 629,977Duke Energy Corporation Executive Savings Plan

Dhiaa M. Jamil 96,909 55,083 145,790 0 2,214,125Duke Energy Corporation Executive Savings Plan

Marc E. Manly 141,654 50,055 114,341 0 2,246,091Duke Energy Corporation Executive Savings Plan

Lloyd M. Yates 74,066 1,015,418 208,608 0 2,328,808Duke Energy Corporation Executive Savings Plan

(1) Includes $132,000, $16,062, $60,000 and $46,867, of salary deferrals credited to the plan in 2014 on behalf of Ms. Good and Messrs. Young, Manlyand Yates, respectively, which are included in the salary column of the Summary Compensation Table. Includes $11,700, $96,909, $81,654 and$27,199, of short-term incentive deferrals earned in 2014 and credited to the plan in 2015 on behalf of Messrs. Young, Jamil, Manly and Yates.

(2) Reflects make-whole matching contribution credits made under the Executive Savings Plan on behalf of Ms. Good and Messrs. Young, Jamil and Manly,which are reported in the All Other Compensation column of the Summary Compensation Table. Mr. Yates’ value reflects his make-whole matchingcontribution credit of $49,378 plus a contribution equal to the payout of Mr. Yates’ July 9, 2012, retention agreement of $1,000,000 (less applicabletaxes).

(3) The aggregate balance as of December 31, 2014, for each named executive officer includes the following aggregate amount of prior deferrals of basesalary, short-term incentives and long-term incentives, as well as employer matching contributions, that were previously earned and reported ascompensation on the Summary Compensation Table for the years 2006 through 2013: (i) Ms. Good – $622,908; (ii) Mr. Young – $34,830;(iii) Mr. Jamil – $498,893; (iv) Mr. Manly – $1,362,187 and (v) Mr. Yates – $47,670. These amounts have since been adjusted, pursuant to the terms ofthe Executive Savings Plan for investment performance (i.e., earnings and losses), deferrals, contributions and distributions. The aggregate balance asof December 31, 2014, also includes amounts earned in 2014 but credited to the plan in 2015, including the amounts described in footnotes 1 and 2above.

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EXECUTIVE COMPENSATION

Duke Energy Corporation Executive Savings Plan

Under the Executive Savings Plan, participants can elect to Mr. Yates previously participated in the Progress Energy, Inc.defer a portion of their base salary and short-term incentive Management Deferred Compensation Plan (‘‘MDCP’’), thecompensation. Prior to 2013, participants could also defer Progress Energy, Inc. Management Incentive Compensationcertain LTI compensation (other than stock options). Plan (‘‘MICP’’) and the Progress Energy, Inc. PerformanceParticipants also receive a company matching contribution in Share Sub-Plan (‘‘PSSP’’), each of which permitted voluntaryexcess of the contribution limits prescribed by the Internal deferrals and was merged with and into the Executive SavingsRevenue Code under the Duke Energy Retirement Savings Plan effective as of the end of 2013. In addition to voluntaryPlan, which is the 401(k) plan in which the named executive deferrals, the MDCP also provided for employer contributionsofficers participate.* of 6% of base salary over the limits prescribed by the Internal

Revenue Code under the Progress Energy 401(k) Savings andIn general, payments are made following termination of Stock Ownership Plan. With respect to the plans that wereemployment or death in the form of a lump sum or installments, merged into the Executive Savings Plan, participants areas selected by the participant. Participants may direct the entitled to the same benefits, distribution timing and forms ofdeemed investment of base salary deferrals, STI deferrals and benefit that were provided by the MDCP, MICP and PSSPmatching contributions among investment options available immediately prior to January 1, 2014. These pre-2014 benefitsunder the Duke Energy Retirement Savings Plan, including the generally are payable following termination of employment, or inDuke Energy Common Stock Fund. Participants may change certain cases on a date previously specified by the participant,their investment elections on a daily basis. Deferrals of equity in the form of a lump sum or installments, as selected by theawards are credited with earnings and losses based on the participant.performance of the Duke Energy Common Stock Fund. Thebenefits payable under the plan are unfunded and subject tothe claims of Duke Energy’s creditors.

* The Duke Energy Retirement Savings Plan is a tax-qualified ‘‘401(k) plan’’ that provides a means for employees to save for retirement on a tax-favoredbasis and to receive an employer matching contribution. The employer matching contribution is equal to 100% of the named executive officer’s before-tax and Roth 401(k) contributions (excluding ‘‘catch-up’’ contributions) with respect to 6% of eligible pay. For this purpose, ‘‘eligible pay’’ includes basesalary and STI compensation. Earnings on amounts credited to the Duke Energy Retirement Savings Plan are determined based on the performance ofinvestment funds (including a Duke Energy Common Stock Fund) selected by each participant.

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Under certain circumstances, each named executive officer control’’ generally means the occurrence of one of thewould be entitled to compensation in the event his or her following: (i) the date any person or group becomes theemployment terminates or upon a change in control. The beneficial owner of 30% or more of the combined voting poweramount of the compensation is contingent upon a variety of of Duke Energy’s then outstanding securities; (ii) during anyfactors, including the circumstances under which he or she period of two consecutive years, the directors serving at theterminates employment. The relevant agreements that each beginning of such period or who are elected thereafter with thenamed executive officer has entered into with Duke Energy are support of not less than 2⁄3 of those directors cease for anydescribed below, followed by a table that quantifies the amount reason other than death, disability or retirement to constitute atthat would become payable to each named executive officer as least a majority thereof; (iii) the consummation of a merger,a result of his or her termination of employment. consolidation, reorganization or similar corporate transaction,

which has been approved by the shareholders of Duke Energy,The amounts shown assume that such termination was regardless of whether Duke Energy is the surviving company,effective as of December 31, 2014, and are merely estimates of unless Duke Energy’s outstanding voting securities immediatelythe amounts that would be paid to the named executive officers prior to the transaction continue to represent at least 50% of theupon their termination. The actual amounts to be paid can only combined voting power of the outstanding voting securities ofbe determined at the time of such named executive officer’s the surviving entity immediately after the transaction; (iv) thetermination of employment. consummation of a sale of all or substantially all of the assets of

Duke Energy or a complete liquidation or dissolution, which hasThe table shown below does not include certain amounts thatbeen approved by the shareholders of Duke Energy; orhave been earned and that are payable without regard to the(v) under certain arrangements, the date of any other event thatnamed executive officer’s termination of employment. Suchthe Board of Directors determines should constitute a changeamounts, however, are described immediately following thein control.table.

Under each of the compensation arrangements describedbelow for Messrs. Young, Jamil, Manly and Yates, ‘‘change in

Employment Agreement with Ms. Good

Effective July 1, 2013, Duke Energy entered into an have been made or allocated if she had remained employed foremployment agreement with Ms. Good that contains a an additional 2.99 years; and (vi) 2.99 additional years ofthree-year initial term and automatically renews for additional vesting with respect to equity awards and an extended periodone-year periods at the end of the initial term unless either party to exercise outstanding vested stock options followingprovides 120 days’ advance notice. In the event of a change in termination of employment.control of Duke Energy, the term automatically extends to a

Ms. Good is not entitled to any form of tax gross-up inperiod of two years. Upon a termination of Ms. Good’sconnection with Sections 280G and 4999 of the Internalemployment by Duke Energy without ‘‘cause’’ or by Ms. GoodRevenue Code. Instead, in the event that the severancefor ‘‘good reason’’ (each as defined below), the followingpayments or benefits otherwise would constitute an ‘‘excessseverance payments and benefits would be payable: (i) aparachute payment’’ (as defined in Section 280G of the Internallump-sum payment equal to a pro rata amount of her annualRevenue Code), the amount of payments or benefits would bebonus for the portion of the year that the termination ofreduced to the maximum level that would not result in an exciseemployment occurs during which she was employed,tax under Section 4999 of the Internal Revenue Code if suchdetermined based on the actual achievement of performancereduction would cause Ms. Good to retain an after-tax amountgoals; (ii) a lump-sum payment equal to 2.99 times the sum ofin excess of what would be retained if no reduction were made.her annual base salary and target annual bonus opportunity;

(iii) continued access to medical and dental benefits for Under Ms. Good’s employment agreement, ‘‘cause’’ generally2.99 years, with monthly amounts relating to Duke Energy’s means, unless cured within 30 days, (i) a material failure byportion of the costs of such coverage paid by Duke Energy Ms. Good to carry out, or malfeasance or gross insubordination(reduced by coverage provided by future employers, if any) and in carrying out, reasonably assigned duties or instructionsa lump-sum payment equal to the cost of basic life insurance consistent with her position; (ii) the final conviction of Ms. Goodcoverage for 2.99 years; (iv) one year of outplacement services; of a felony or crime involving moral turpitude; (iii) an egregious(v) if termination occurs within 30 days prior to, or two years act of dishonesty by Ms. Good in connection with employment,after a change in control of Duke Energy, vesting in unvested or a malicious action by Ms. Good toward the customers orretirement plan benefits that would have vested during the two employees of Duke Energy; (iv) a material breach by Ms. Goodyears following the change in control and a lump-sum payment of Duke Energy’s Code of Business Ethics; or (v) the failure ofequal to the maximum contributions and allocations that would Ms. Good to cooperate fully with governmental investigations

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

involving Duke Energy. ‘‘Good reason,’’ for this purpose, re-election Ms. Good for re-election as a member of the Boardgenerally means, unless cured within 30 days, (i) a material of Directors.reduction in Ms. Good’s annual base salary or target annual

Ms. Good’s employment agreement contains restrictivebonus (exclusive of any across-the-board reduction similarlycovenants related to confidentiality, mutual nondisparagement,affecting substantially all similarly situated employees); or (ii) anoncompetition and nonsolicitation obligations. Thematerial diminution in Ms. Good’s positions (including status,noncompetition and nonsolicitation obligations survive for twooffices, titles and reporting relationships), authority, duties oryears following her termination of employment.responsibilities or any failure by the Board of Directors to

Other Named Executive Officers

Duke Energy entered into a Change in Control Agreement with Agreement otherwise would constitute an ‘‘excess parachuteMr. Young effective as of July 1, 2005, with Mr. Manly effective payment’’ (as defined in Section 280G of the Internal Revenueas of April 4, 2006, and with Mr. Jamil effective as of Code), the amount of payments or benefits would be reducedFebruary 26, 2008, all of which were amended and restated to the maximum level that would not result in excise tax undereffective as of August 26, 2008, and subsequently amended Section 4999 of the Internal Revenue Code if such reductioneffective as of January 8, 2011. Duke Energy entered into a would cause the executive to retain an after-tax amount inChange in Control Agreement with Mr. Yates effective as of excess of what would be retained if no reduction were made. InJuly 3, 2014. The agreements have an initial term of two years the event a named executive officer becomes entitled tocommencing as of the original effective date, after which the payments and benefits under a Change in Control Agreement,agreements automatically extend, unless six months’ prior he would be subject to a one-year noncompetition andwritten notice is provided, on a month-to-month basis. nonsolicitation provision from the date of termination, in

addition to certain confidentiality and cooperation provisions.The Change in Control Agreements provide for payments andbenefits to the executive in the event of termination of The Executive Severance Plan provides certain executives,employment within two years after a ‘‘change in control’’ by including Messrs. Young, Jamil, Manly and Yates, withDuke Energy without ‘‘cause’’ or by the executive for ‘‘good severance payments and benefits upon a termination ofreason’’ (each as defined below) as follows: (i) a lump-sum cash employment under certain circumstances. Pursuant to thepayment equal to a pro rata amount of the executive’s target terms of the Executive Severance Plan, ‘‘Tier I Participants,’’bonus for the year in which the termination occurs; (ii) a which include Duke Energy’s eligible named executive officers,lump-sum cash payment equal to two times the sum of the would be entitled, subject to the execution of a waiver andexecutive’s annual base salary and target annual bonus release of claims, to the following payments and benefits in theopportunity in effect immediately prior to termination or, if event of a termination of employment by (a) Duke Energyhigher, in effect immediately prior to the first occurrence of an without ‘‘cause’’ (as defined below) or (b) the participant forevent or circumstance constituting ‘‘good reason’’; ‘‘good reason’’ (as defined below): (i) a lump-sum payment(iii) continued medical, dental and basic life insurance coverage equal to a pro rata amount of the participant’s annual bonus forfor a two-year period or a lump-sum cash payment of the year that the termination of employment occurs,equivalent value (reduced by coverage obtained by subsequent determined based on the actual achievement of performanceemployers); and (iv) a lump-sum cash payment of the amount goals under the applicable performance-based bonus plan;Duke Energy would have allocated or contributed to the (ii) a lump-sum payment equal to two times the sum of theexecutive’s qualified and nonqualified defined benefit pension participant’s annual base salary and target annual bonusplan and defined contribution savings plan accounts during the opportunity in effect immediately prior to termination oftwo years following the termination date, plus the unvested employment or, if higher, in effect immediately prior to the firstportion, if any, of the executive’s accounts as of the date of occurrence of an event or circumstance constituting ‘‘goodtermination that would have vested during the remaining term reason’’; (iii) continued access to medical and dental insuranceof the agreement. If the executive would have become eligible for a two-year period following termination of employment, withfor normal retirement at age 65 within the two-year period monthly amounts relating to Duke Energy’s portion of the costsfollowing termination, the two times multiple or two-year period of such coverage paid to the participant by Duke Energymentioned above will be reduced to the period from the (reduced by coverage provided to the participant by futuretermination date to the executive’s normal retirement date. The employers, if any) and a lump-sum payment equal to the cost ofagreements also provide for enhanced benefits (i.e., two years two years of basic life insurance coverage; (iv) one year ofof additional vesting) with respect to equity awards. outplacement services; and (v) two additional years of vesting

with respect to equity awards and an extended period toUnder the Change in Control Agreements, each named exercise outstanding vested stock options followingexecutive officer also is entitled to reimbursement of up to termination of employment.$50,000 for the cost of certain legal fees incurred in connectionwith claims under the agreements. In the event that any of the The Executive Severance Plan also provides that, in the eventpayments or benefits provided for in the Change in Control any of the payments or benefits provided for in the Executive

DUKE ENERGY – 2015 Proxy Statement 61

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Severance Plan otherwise would constitute an ‘‘excess cured within 30 days, (i) a material failure by the executive toparachute payment’’ (as defined in Section 280G of the Internal carry out, or malfeasance or gross insubordination in carryingRevenue Code), the amount of payments or benefits would be out, reasonably assigned duties or instructions consistent withreduced to the maximum level that would not result in an excise the executive’s position; (ii) the final conviction of the executivetax under Section 4999 of the Internal Revenue Code if such of a felony or crime involving moral turpitude; (iii) an egregiousreduction would cause the executive to retain an after-tax act of dishonesty by the executive in connection withamount in excess of what would be retained if no reduction employment, or a malicious action by the executive toward thewere made. In the event a participant becomes entitled to customers or employees of Duke Energy; (iv) a material breachpayments and benefits under the Executive Severance Plan, he by the executive of Duke Energy’s Code of Business Ethics; oror she would be subject to certain restrictive covenants, (v) the failure of the executive to cooperate fully withincluding those related to noncompetition, nonsolicitation and governmental investigations involving Duke Energy. ‘‘Goodconfidentiality. reason,’’ for this purpose, generally means (i) a material

reduction in the executive’s annual base salary or target annualDuke Energy has the right to terminate any participant’s bonus as in effect either immediately prior to the change inparticipation in the Executive Severance Plan but must provide control or the termination under the Executive Severance Planthe participant with one year’s notice and the participant would (exclusive of any across-the-board reduction similarly affectingcontinue to be eligible for all severance payments and benefits substantially all similarly situated employees); or (ii) a materialunder the Executive Severance Plan during the notice period. diminution in the participant’s positions (including status,Any employee who is eligible for severance payments and offices, titles and reporting relationships), authority, duties orbenefits under a separate agreement or plan maintained by responsibilities as in effect either immediately prior to theDuke Energy (such as a Change of Control Agreement) would change in control or immediately prior to a Tier I participant’sreceive compensation and benefits under such other termination of employment under the Executive Severanceagreement or plan (and not the Executive Severance Plan). Plan.For purposes of the Change in Control Agreements and theExecutive Severance Plan, ‘‘cause’’ generally means, unless

Equity Awards – Consequences of Termination of Employment

As described above, each year Duke Energy grants long-term incentives to its executive officers, and the terms of these awards varysomewhat from year to year. The following table summarizes the consequences under Duke Energy’s LTI award agreements,without giving effect to Ms. Good’s employment agreement, the Change in Control Agreements or the Executive Severance Plandescribed above, that would generally occur with respect to outstanding equity awards in the event of the termination ofemployment of Ms. Good and Messrs. Young, Jamil, Manly and Yates.

Event Consequences

Voluntary termination or involuntary Restricted Stock Units – awards granted prior to 2013 continue to vest, prorated portion oftermination (retirement-eligible) other awards vests

Performance Shares – prorated portion of award vests based on actual performanceVoluntary termination (not retirement-eligible) Restricted Stock Units and Performance Shares – the executive’s right to unvested portion

of award terminates immediatelyInvoluntary termination after a CIC Restricted Stock Units – immediate vesting

Performance Shares – see impact of change in control belowDeath or Disability Restricted Stock Units – immediate vesting

Performance Shares – prorated portion of award vests based on actual performanceChange in Control Restricted Stock Units – no impact absent termination of employment

Performance Shares – prorated portion of award vests based on target performance

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

POTENTIAL PAYMENTS UPON TERMINATION ORA CHANGE IN CONTROL (‘‘CIC’’)

Cash Incremental WelfareSeverance Retirement and Other StockPayment Plan Benefit Benefits Awards

Name and Triggering Event ($)(1) ($)(2) ($)(3) ($)(4)

Lynn J. GoodVoluntary termination without good reason 0 0 0 4,895,973Involuntary or good reason termination under Employment Agreement 8,073,000 0 55,901 11,136,277Involuntary or good reason termination after a CIC 8,073,000 560,460 55,901 10,615,509Death or Disability 0 0 0 6,741,325

Steven K. YoungVoluntary termination without good reason 0 0 0 606,518Involuntary or good reason termination under Executive Severance Plan 1,980,000 0 25,628 1,445,471Involuntary or good reason termination after a CIC 1,980,000 326,980 28,144 1,368,627Death or Disability 0 0 0 851,007

Dhiaa M. JamilVoluntary termination without good reason 0 0 0 1,619,323Involuntary or good reason termination under Executive Severance Plan 2,340,000 0 32,290 3,352,037Involuntary or good reason termination after a CIC 2,340,000 388,180 41,096 3,184,493Death or Disability 0 0 0 2,125,121

Marc E. ManlyVoluntary termination without good reason 0 0 0 1,526,008Involuntary or good reason termination under Executive Severance Plan 2,160,000 0 25,012 3,125,588Involuntary or good reason termination after a CIC 2,160,000 357,580 31,868 2,970,023Death or Disability 0 0 0 1,992,062

Lloyd M. YatesVoluntary termination without good reason 0 0 0 0Involuntary or good reason termination under Executive Severance Plan 2,214,000 0 30,680 2,908,782Involuntary or good reason termination after a CIC 2,214,000 366,760 47,714 2,763,258Death or Disability 0 0 0 1,842,483

(1) The amounts listed under ‘‘Cash Severance Payment’’ are payable under (i) the terms of Ms. Good’s employment agreement; (ii) Messrs. Young, Jamil,Manly and Yates’ Change in Control Agreement; or (iii) the Executive Severance Plan.

(2) The amounts listed under ‘‘Incremental Retirement Plan Benefit’’ are payable under the terms of Ms. Good’s employment agreement andMessrs. Young, Jamil, Manly and Yates’ Change in Control Agreement. They represent the additional amount that would have been contributed to theDuke Energy Retirement Cash Balance Plan, Duke Energy Executive Cash Balance Plan, Duke Energy Retirement Savings Plan and the ExecutiveSavings Plan in the event the named executive officer had continued to be employed by Duke Energy for (i) 2.99 years for Ms. Good or (ii) two additionalyears after the actual date of his termination for the other named executive officers.

(3) The amounts listed under ‘‘Welfare and Other Benefits’’ include the amount that would be paid to each named executive officer in lieu of providingcontinued welfare benefits and basic life coverage. This continued coverage represents (i) 2.99 years for Ms. Good or (ii) 24 months for the other namedexecutive officers. In addition to the amounts shown above, access to outplacement services for a period of up to one year after termination will beprovided to Ms. Good if terminating under her employment agreement or to any named executive officer terminating under the Executive SeverancePlan.

(4) The amounts listed under ‘‘Stock Awards’’ do not include amounts attributable to the performance shares that vested on December 31, 2014; suchamounts are included in the Option Exercises and Stock Vested Table on page 55.

Assumptions and Other Considerations

The amounts listed above have been determined based on a officer would be entitled without regard to his or her terminationvariety of assumptions, including with respect to the limits on of employment, including (i) base salary and short-termqualified retirement plan benefits under the Internal Revenue incentives that have been earned but not yet paid; (ii) amountsCode. The actual amounts to be paid out can only be that have been earned, but not yet paid, under the terms of thedetermined at the time of each named executive officer’s plans listed under the Pension Benefits and Nonqualifiedtermination of employment. The amounts described in the table Deferred Compensation tables on pages 55 and 58,do not include compensation to which each named executive

DUKE ENERGY – 2015 Proxy Statement 63

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

respectively; (iii) unused vacation; and (iv) the potential officer terminated employment on December 31, 2014; (ii) areimbursement of legal fees. stock price for Duke Energy common stock equal to $83.54,

which was the closing price on December 31, 2014; (iii) theThe amounts shown above do not reflect the fact that, under continuation of Duke Energy’s dividend at the rate in effectMs. Good’s employment agreement and under the Change in during the first quarter of 2015; and (iv) performance at theControl Agreements that Duke Energy has entered into with target level with respect to performance shares. Additionally,Messrs. Young, Jamil, Manly and Yates, in the event that the amounts listed above with respect to Ms. Good andpayments to any such executive in connection with a change in Messrs. Young, Jamil and Manly reflect the fact that, uponcontrol otherwise would result in a golden parachute excise tax termination for any reason, except death or disability, theyand lost tax deduction under Sections 280G and 4999 of the would receive the full value of all unvested restricted stock unitsInternal Revenue Code, such amounts would be reduced to the granted prior to 2013 and the dividends that would be paid onextent necessary so that such tax would not apply under such shares for the remainder of the original vesting period,certain circumstances. subject to compliance with restrictive covenants contained in

such awards, because they have attained the applicableThe amounts shown above with respect to stock awards andretirement age.option awards were calculated based on a variety of

assumptions, including the following: (i) the named executive

Potential Payments Due Upon a Change in Control

Other than as described below, the occurrence of a change in a prorated basis assuming target performance. As ofcontrol of Duke Energy would not trigger the payment of December 31, 2014, the prorated performance shares thatbenefits to the named executive officers absent a termination of would be paid as a result of these accelerated vestingemployment. If a change in control of Duke Energy occurred on provisions, including dividend equivalents, would have had aDecember 31, 2014, with respect to each named executive value of $3,612,655, $422,806, $1,147,866, $1,059,602 andofficer, the outstanding performance share awards granted by $997,914, for Ms. Good and Messrs. Young, Jamil, Manly andDuke Energy, including dividend equivalents, would be paid on Yates, respectively.

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APPROVAL OF THE DUKE ENERGY CORPORATION2015 LONG-TERM INCENTIVE PLAN

also considered Duke Energy’s historical and expected usageIntroduction of equity compensation, the number of shares remaining forawards under the 2010 Plan, the importance of an effectiveequity compensation program to Duke Energy’s success and

The Board of Directors of Duke Energy considers equity-based the potential effect of the 2015 Plan on Duke Energy’scompensation an important instrument to attract, motivate and shareholders.retain our officers, key employees and directors and to align

Duke Energy’s equity compensation grant practices and certaintheir interests with the interests of our shareholders. Consistentkey features of the 2015 Plan are described below:with this view, the Board of Directors unanimously adopted the

Duke Energy Corporation 2015 Long-Term Incentive Plan (the‘‘2015 Plan’’) on February 26, 2015, subject to the approval of Equity Grant PracticesDuke Energy’s shareholders.

The 2015 Plan has been adopted to replace the Duke EnergyOutstanding Equity Awards. As of December 31, 2014, thereCorporation 2010 Long-Term Incentive Plan, as amended (thewere approximately 2,700,000 full-value awards (that is,‘‘2010 Plan’’). As of March 1, 2015, approximatelyawards other than stock options and stock appreciation rights)1,000,000 shares remained eligible for issuance of full-valueoutstanding, assuming all performance shares vest at theawards (that is, awards other than stock options and stockmaximum level, and approximately 373,000 stock optionsappreciation rights) under the 2010 Plan, assuming alloutstanding, under the 2010 Plan and the Progress Plan. As ofoustanding performance shares vest at the maximum level.that date, the weighted average exercise price of theUpon its merger with Progress Energy, Duke Energy assumedoutstanding stock options and stock appreciation rights wasthe Progress Energy, Inc. 2007 Equity Incentive Plan (the$64, and the weighted average remaining contractual term for‘‘Progress Plan’’), but since the merger no equity awards havethe outstanding stock options and stock appreciation rightsbeen granted under the Progress Plan. If the 2015 Plan iswas six years and 10 months.approved by our shareholders, no further awards will be made

under the 2010 Plan or the Progress Plan. However, awards Burn Rate. We determine our burn rate by dividing thegranted under the 2010 Plan and the Progress Plan prior to aggregate number of shares of Duke Energy common stockshareholder approval of the 2015 Plan will remain outstanding subject to awards granted during the year (with performancein accordance with their terms. shares counted at the maximum payout level) by the weighted

average shares of Duke Energy common stock outstandingShareholders are asked to approve the 2015 Plan to authorizeduring the year. Our average annual burn rate over the past10,000,000 shares for issuance under the 2015 Plan. None ofthree calendar years (2012-2014) has been approximatelythe remaining shares from the 2010 Plan or the Progress Plan0.21%.will be carried over into the 2015 Plan. Shareholders are also

asked to approve the 2015 Plan: (i) to authorize the grant of Overhang. Overhang is a measure of the dilutive impact ofstock options that qualify for treatment as incentive stock equity programs. Our overhang is equal to the number ofoptions for purposes of Section 422 of the Internal Revenue shares of Duke Energy common stock subject to outstandingCode; (ii) to authorize the grant of awards that are intended to equity compensation awards plus the number of sharesqualify as ‘‘performance-based compensation’’ for purposes of available to be granted, divided by the total shares of DukeSection 162(m) of the Internal Revenue Code Energy common stock outstanding as of December 31, 2014.(‘‘Section 162(m)’’) and (iii) to satisfy New York Stock Exchange The 10,000,000 shares of Duke Energy common stock beingguidelines relating to equity compensation. requested under the 2015 Plan would bring our aggregate

overhang to approximately 1.85%, which is within industrynorms.Key Considerations in AdoptionRequested Shares. Unless our shareholders authorize theof the 2015 Plan issuance of shares under the 2015 Plan, we may be required toincrease the cash component of our compensation mix, whichwould inhibit our ability to align our executives’ interests with theThe Board of Directors believes that the 2015 Plan is needed tointerests of our shareholders, to recruit and retain newpromote the interests of Duke Energy and its shareholders byexecutives and directors, and motivate our current executivesallowing us to maintain the flexibility that we need to keep paceover a long-term horizon. Based on our current stock pricewith our competitors and effectively attract, motivate and retainrange, our compensation practices and our historical burn rate,the caliber of employees and directors essential to our success.we are requesting the authorization of up to 10,000,000 shares

The Compensation Committee was advised by Frederic W. of Duke Energy common stock pursuant to the 2015 Plan. WeCook & Company, Inc., its independent compensation believe this request will be sufficient for us to grant equityconsultant, with respect to the design of the 2015 Plan. The awards for approximately five years.consultant provided the Compensation Committee with an

The following is a summary of the 2015 Plan, which is qualifiedanalysis of compensation trends and competitive practicesin its entirety by the full text of the 2015 Plan attached asrelating to the 2015 Plan. In recommending that the Board of

Directors adopt the 2015 Plan, the Compensation Committee Appendix C to this proxy statement.

DUKE ENERGY – 2015 Proxy Statement 65

PROPOSAL 4:

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PROPOSAL 4: APPROVAL OF THE DUKE ENERGY CORPORATION 2015 LONG-TERM INCENTIVE PLAN

Key Features of the 2015 Plan

The 2015 Plan authorizes the grant of equity-based compensation to our key employees and non-employee directors in the form ofstock options, stock appreciation rights, performance shares, performance units, restricted stock, restricted stock units, stockretainers and dividend equivalents.

Feature Description

Limit on Shares Authorized If approved by our shareholders, the 2015 Plan will authorize 10,000,000 sharesfor delivery under equity awards. This will represent approximately 1.4% of DukeEnergy’s issued and outstanding common stock as of December 31, 2014.

Annual Limit on Awards to Directors The 2015 Plan imposes an annual limit on awards to Duke Energy’snon-employee directors. Specifically, no non-employee director may be grantedawards during any one calendar year that have a grant date fair value for financialaccounting purposes of more than $400,000.

Responsible Share Counting The 2015 Plan does not permit ‘‘liberal share counting.’’ Only awards that areProvisions cancelled, forfeited or which are paid in cash can be added back to the 2015

Plan’s share reserve.

No Discounted Stock Options or The 2015 Plan does not permit the use of ‘‘discounted’’ stock options or stockSARs appreciation rights, which means that such awards must be granted with an

exercise price or base price at least equal to the fair market value per share ofDuke Energy’s common stock on the date of grant.

No Re-Pricing of Stock Options or The 2015 Plan does not permit the ‘‘re-pricing’’ of stock options and stockSARs appreciation rights without shareholder approval. This includes re-pricing by

exchange for cash or a new or different type of award.

Modified Change in Control The 2015 Plan modifies the definition of ‘‘change in control’’ as found in the 2010Definition Plan by eliminating the discretion of the Board of Directors to determine when a

change in control has occurred.

Minimum Vesting Period for The 2015 Plan provides that awards for employees shall not become vested,Employee Stock Awards exercisable or payable prior to the first anniversary of the date of grant, except

upon certain events provided under the terms of the award.

Clawback and Forfeiture Provisions Awards granted under the 2015 Plan will be subject to forfeiture as provided bythe Compensation Committee if a participant is terminated for cause, engages inactivity detrimental to Duke Energy or breaches any agreement or covenant withDuke Energy (such as a non-solicitation, non-disclosure, confidentiality orassignment). Awards granted under the 2015 Plan are also subject to recoupmentunder our clawback policy (as it may be amended from time to time).

No Dividends or Dividend Dividends and dividend equivalents will not be paid on performance-basedEquivalents on Unvested awards unless and until those awards become earned and vested.Performance Awards

Administered by an Independent The 2015 Plan will be administered by the Compensation Committee. EachCommittee member of the Compensation Committee qualifies as ‘‘independent’’ under the

listing standards of the New York Stock Exchange.

Shares covered by an award granted under the 2015 Plan shallSummary of the Plan not be counted as used unless and until they are actually issuedand delivered to a participant. Shares covering awards thatexpire, are forfeited, are cancelled or are paid out in cash willReservation of Shares. Duke Energy has reserved, subject toagain be available for issuance under the 2015 Plan. However,shareholder approval of the 2015 Plan, 10,000,000 shares ofthe following shares of common stock will not be added back tocommon stock for issuance under the 2015 Plan, which maythe aggregate plan limit described above: (i) shares tendered ininclude authorized but unissued shares, treasury shares,payment of the option price of a stock option; (ii) sharesshares acquired in the open market or a combination thereof.withheld by Duke Energy to satisfy the tax withholdingAll of the shares authorized for issuance under the 2015 Planobligation; and (iii) shares that are repurchased by Duke Energymay be issued pursuant to the exercise of incentive stockin connection with the exercise of a stock option granted underoptions.the 2015 Plan. Moreover, all shares of Duke Energy common

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PROPOSAL 4: APPROVAL OF THE DUKE ENERGY CORPORATION 2015 LONG-TERM INCENTIVE PLAN

stock covered by a stock appreciation right, to the extent that it conditions of awards under the 2015 Plan, subject to suchis exercised and settled in shares, and whether or not shares limitations as the Compensation Committee shall determine.are actually issued to the participant upon exercise of the right, The Board of Directors may reserve to itself any or all of theshall be considered issued or transferred pursuant to the 2015 authority of the Compensation Committee under the Plan. ThePlan. Board of Directors specifically reserves the exclusive authority

to approve and administer all awards granted to non-employeeIn addition to the aggregate limit on awards described above, directors under the 2015 Plan.the 2015 Plan imposes various sub-limits on the number ofshares of Duke Energy common stock that may be issued or Eligibility. Key employees of Duke Energy and its subsidiaries (ortransferred thereunder. In order to comply with the exemption any person who has agreed to serve in such capacity) andfrom Section 162(m) relating to performance-based non-employee directors are eligible to be granted awards undercompensation, the 2015 Plan imposes the following additional the 2015 Plan, as selected from time to time by thesub-limits on awards granted to any one individual during any Compensation Committee in its sole discretion. It is currentlysingle calendar year: (i) stock options covering no more than anticipated that approximately 700 employees and 131,000,000 shares of Duke Energy common stock; (ii) stock non-employee directors are eligible for awards under the 2015appreciation rights covering no more than 1,000,000 shares of Plan.Duke Energy common stock; (iii) restricted shares covering no

Stock Options. The 2015 Plan authorizes the grant ofmore than 200,000 shares of Duke Energy common stock;nonqualified stock options and incentive stock options.(iv) performance units paying a maximum amount of no moreNonqualified stock options may be granted to employees andthan $10,000,000; or (v) performance shares covering no morenon-employee directors. Incentive stock options may only bethan 300,000 shares of Duke Energy common stock. Ingranted to employees. The exercise price of a stock option mayaddition, no non-employee director may be granted awardsbe determined by the Compensation Committee, provided thatduring any one calendar year that have a grant date fair valuethe exercise price per share of a stock option may not be lessfor financial accounting purposes of more than $400,000.than the fair market value of a share of Duke Energy’s common

The maximum number of shares of Duke Energy common stock on the date of grant (which date may not be earlier thanstock which may be awarded under the 2015 Plan and the the date that the Compensation Committee takes action withvarious sub-limits described above are subject to adjustment in respect thereto). The fair market value of a share of Dukethe event of any merger, consolidation, liquidation, issuance of Energy’s common stock as reported at the close of business onrights or warrants to purchase securities, recapitalization, the New York Stock Exchange on March 9, 2015, was $74.76.reclassification, stock dividend, spin-off, split-off, stock split, The value of common stock (determined at the date of grant)reverse stock split or other distribution with respect to the that may be subject to incentive stock options that becomeshares of common stock, or any similar corporate transaction exercisable by any one employee in any one year is limited toor event in respect of the common stock. $100,000. The maximum term of stock options granted under

the 2015 Plan is 10 years from the date of grant. TheAdministration. The 2015 Plan will be administered by the Compensation Committee shall determine the extent to whichCompensation Committee. Subject to the limitations set forth in an option shall become and/or remain exercisable. Under thethe 2015 Plan, the Compensation Committee has the authority 2015 Plan, the exercise price of an option is payable by theto determine the persons to whom awards are granted, the participant (i) in cash, (ii) at the discretion of the Compensationtypes of awards to be granted, the time at which awards will be Committee, in shares of common stock that are already ownedgranted, the number of shares, units or other rights subject to by the option holder and have a value at the time of exerciseeach award, the exercise, base or purchase price of an award (if equal to the option price, (iii) at the discretion of theany), the time or times at which the award will become vested, Compensation Committee, and subject to applicable law, fromexercisable or payable, the performance criteria, performance the proceeds of sale through a broker on the date of exercise ofgoals and other conditions of an award, and the duration of the some or all of the shares of common stock to which theaward. The Compensation Committee may provide for the exercise relates, (iv) at the discretion of the Compensationacceleration of the vesting or exercise period of an award at any Committee, by withholding from delivery shares of commontime prior to its termination or upon the occurrence of specified stock for which the option is otherwise exercised or (v) by anyevents. With the consent of the affected participant, the other method approved of by the Compensation Committee.Compensation Committee has the authority to cancel and Nonqualified stock options granted under the 2015 Plan arereplace awards previously granted with new awards for the intended to qualify for exemption under Section 162(m).same or a different number of shares and for the same ordifferent exercise or base price and may amend the terms of Stock Appreciation Rights. The 2015 Plan authorizes the grantany outstanding award. Notwithstanding the foregoing, the of awards of stock appreciation rights. A stock appreciationCompensation Committee may not, without the approval of the right may be granted either in tandem with an option or withoutshareholders, reduce the exercise of a stock option or stock relationship to an option. A stock appreciation right entitles theappreciation right by amendment or cancellation and holder, upon exercise, to receive a payment based on thereplacement of an existing award for another award or cash. difference between the base price of the stock appreciationThe Compensation Committee shall have the right, from time to right and the fair market value of a share of Duke Energytime, to delegate to one or more officers or directors of Duke common stock on the date of exercise, multiplied by theEnergy the authority to grant and determine the terms and number of shares as to which such stock appreciation right will

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PROPOSAL 4: APPROVAL OF THE DUKE ENERGY CORPORATION 2015 LONG-TERM INCENTIVE PLAN

have been exercised. A stock appreciation right granted in plan; customer service; corporate governance quotient ortandem with an option will have a base price per share equal to rating; market share; employee satisfaction; safety; reliability;the per share exercise price of the option, will be exercisable reportable environmental events, significant operational events,only at such time or times as the related option is exercisable employee engagement; supplier diversity; workforce diversity;and will expire no later than the time when the related option operating margins; credit rating; dividend payments; expenses;expires. Exercise of the option or the stock appreciation right as operations and maintenance expenses; fuel cost per millionto a number of shares results in the cancellation of the same BTU; costs per kilowatt-hour; retained earnings; completion ofnumber of shares under the tandem right. A stock appreciation acquisitions, divestitures and corporate restructurings; andright granted without relationship to an option will be individual goals based on objective business criteria underlyingexercisable as determined by the Compensation Committee, the goals listed above and which pertain to individual effort as tobut in no event after 10 years from the date of grant. The base achievement of those goals or to one or more business criteriaprice assigned to a stock appreciation right granted without in the areas of litigation, human resources, information services,relationship to an option shall not be less than the fair market production, inventory, support services, site development,value of a share of Duke Energy’s common stock on the date of plant development, building development, facility development,grant (which date may not be earlier than the date that the government relations, product market share or management. InCompensation Committee takes action with respect thereto). the case of a performance award that is not intended to qualifyStock appreciation rights are payable in cash, in shares of for exemption under Section 162(m), the Compensationcommon stock or in a combination of cash and shares of Committee shall designate performance criteria from amongcommon stock, at the discretion of the Compensation the foregoing or such other business criteria as it shallCommittee. Stock appreciation rights granted under the 2015 determine it its sole discretion.Plan are intended to qualify for exemption under

Restricted Stock Awards. The 2015 Plan authorizes the grantSection 162(m).of awards of restricted stock. An award of restricted stock

Performance Awards. The 2015 Plan authorizes the grant of represents shares of common stock that are issued subject toperformance awards, which are units denominated on the date such restrictions on transfer and on incidents of ownership andof grant either in shares of common stock (‘‘performance such forfeiture conditions as the Compensation Committeeshares’’) or in specified dollar amounts (‘‘performance units’’). deems appropriate. The restrictions imposed upon an award ofPerformance awards are payable upon the achievement of restricted stock will lapse in accordance with the vestingperformance criteria established by the Compensation requirements specified by the Compensation Committee in theCommittee at the beginning of the performance period. At the award agreement. Such vesting requirements may be based ontime of grant, the Compensation Committee establishes the the continued employment of the participant for a specifiednumber of units, the duration of the performance period or time period or on the attainment of specified business goals orperiods, the applicable performance criteria and, in the case of performance criteria established by the Compensationperformance units, the target unit value or range of unit values Committee. The Compensation Committee may, in connectionfor the performance awards. At the end of the performance with an award of restricted stock, require the payment of aperiod, the Compensation Committee determines the payment specified purchase price. Subject to the transfer restrictionsto be made based on the extent to which the performance and forfeiture restrictions relating to the restricted stock award,goals have been achieved. Performance awards are payable in the participant will otherwise have the rights of a shareholder ofcash, in shares of common stock or in a combination of cash Duke Energy, including all voting and dividend rights, during theand shares of common stock, at the discretion of the period of restriction unless the Compensation CommitteeCompensation Committee. determines otherwise at the time of the grant. Notwithstanding

the preceding sentence, dividends with respect to restrictedThe Compensation Committee may grant performance awards stock that vest based on the achievement of performance(or an award of restricted stock) that are intended to qualify for objectives will be accumulated until such award is earned, andexemption under Section 162(m), as well as performance the dividends will not be paid if such performance objectivesawards that are not intended to so qualify. The performance are not achieved. The Compensation Committee may grantcriteria for a Section 162(m) qualified award, which may relate awards of restricted stock that are intended to qualify forto Duke Energy, any subsidiary, any business unit or any exemption under Section 162(m), as well as awards that are notparticipant, and may be measured on an absolute or relative to intended to so qualify. An award of restricted stock that ispeer group or other market measure basis, shall be limited to intended to qualify for exemption under Section 162(m) shalltotal shareholder return; stock price increase; return on equity; have its vesting requirements limited to the performance criteriareturn on capital; earnings per share; EBIT (earnings before described above under the heading ‘‘Performance Awards.’’interest and taxes); EBITDA (earnings before interest, taxes,depreciation and amortization); ongoing earnings; cash flow Restricted Stock Units. The 2015 Plan authorizes the grant of(including operating cash flow, free cash flow, discounted cash awards of restricted stock units. An award of restricted stockflow return on investment and cash flow in excess of costs of units gives the participant the right to receive payment at thecapital); EVA (economic value added); economic profit (net end of a fixed vesting period. Restricted stock units are subjectoperating profit after tax, less a cost of capital charge); SVA to such restrictions and conditions to payment as the(shareholder value added); revenues; net income; operating Compensation Committee determines are appropriate.income; pre-tax profit margin; performance against business Restricted stock unit awards are payable in cash or in shares of

68 DUKE ENERGY – 2015 Proxy Statement

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PROPOSAL 4: APPROVAL OF THE DUKE ENERGY CORPORATION 2015 LONG-TERM INCENTIVE PLAN

common stock, or in a combination thereof, at the discretion of the number and kind of shares of common stock, share units,the Compensation Committee. or other rights subject to the then-outstanding awards, the

price for each share or unit or other right subject to thenStock Retainer. The 2015 Plan authorizes the grant of a stock outstanding awards without change in the aggregate purchaseretainer to non-employee directors. A stock retainer represents price or value as to which such awards remain exercisable ora specified number of shares of common stock that are issued subject to restrictions, the performance targets or goalswithout restrictions on transfer or forfeiture conditions. The appropriate to any outstanding performance awards (subject toCompensation Committee may require the payment of a such limitations as appropriate for awards intended to qualifyspecified purchase price for a stock retainer. Employees are not for exemption under Section 162(m)) or any other terms of aneligible to receive a stock retainer under the 2015 Plan. award that are affected by the event. Moreover, in the event of

any such transaction or event, the Compensation Committee,Dividend Equivalents. The 2015 Plan authorizes the grant ofin its discretion, may provide in substitution for any or allawards of dividend equivalents. Dividend equivalent awardsoutstanding awards under the 2015 Plan such alternativeentitle the holder to a right to receive cash paymentsconsideration (including cash) as it, in good faith, maydetermined by reference to dividends declared on Duke Energydetermine to be equitable under the circumstances and maycommon stock during the term of the award, which shall notrequire in connection therewith the surrender of all awards soexceed 10 years from the date of grant. Dividend equivalentreplaced.awards may be granted on a stand-alone basis or in tandem

with other awards under the 2015 Plan; provided, however, that Transferability of Awards. In general, awards granted under theno dividend equivalents may be granted with respect to stock 2015 Plan will not be transferable by a participant other than byoptions or stock appreciation rights. Dividend equivalent will or the laws of descent and distribution, and during theawards granted on a tandem basis with other awards shall lifetime of a participant the awards shall be exercised by, or paidexpire at the time the underlying award becomes payable or to, only such participant or by his guardian or legalexpires. Dividend equivalent awards are payable in cash or in representative. However, the Compensation Committee mayshares of Duke Energy’s common stock, as determined by the provide in the terms of an award agreement that the participantCompensation Committee. Dividend equivalents granted with shall have the right to designate a beneficiary or beneficiariesrespect to any performance award shall be accumulated until who shall be entitled to any rights, payments or other specifiedsuch award is earned, and the dividend equivalent shall not be benefits under an award following the participant’s death.paid if the applicable performance goals are not satisfied. Moreover, to the extent permitted by the Compensation

Committee, nonqualified stock options may be transferred toChange in Control. The Compensation Committee may providemembers of a participant’s immediate family, to certain otherfor the effect of a ‘‘change in control’’ (as defined in the 2015entities which are owned or controlled by members of aPlan) on any award granted under the 2015 Plan. Suchparticipant’s immediate family or to any other persons orprovisions or actions may include (i) the acceleration orentities.extension of time periods for purposes of exercising, vesting in,

or realizing gain from an award, (ii) the waiver or modification of Non-United States Participants. The Compensationperformance or other conditions related to payment or other Committee may provide for such special terms for awards torights under an award, (iii) providing for the cash settlement of participants who are foreign nationals, who are employed byan award, (iv) the cancellation of stock options or stock Duke Energy or any subsidiary outside of the United States orappreciation rights without payment if the fair market value of a who provide services to Duke Energy under an agreement withshare of common stock on the date of the change in control a foreign nation or agency, as the Compensation Committeedoes not exceed the exercise or base price per share of the may consider necessary or appropriate to accommodateapplicable awards or (v) such other modification or adjustment differences in local law, tax policy or custom. Moreover, theto an award as the Compensation Committee deems Compensation Committee may approve such supplements to,appropriate. or amendments, restatements or alternative versions of, the

2015 Plan as it may consider necessary or appropriate for suchMinimum Vesting Period for Awards to Employees. Awardspurposes. However, no such special terms, supplements,granted to employees shall not become vested, exercisable oramendments or restatements shall include any provisions thatpayable prior to the first anniversary of the date of grant, exceptare inconsistent with the terms of the 2015 Plan unless it couldas otherwise provided in an applicable award agreement.have been amended to eliminate such inconsistency without

Adjustments to Awards. In the event of any merger, further approval by Duke Energy’s shareholders.consolidation, liquidation, issuance of rights or warrants to

Term and Amendment. The 2015 Plan has a term of 10 years,purchase securities, recapitalization, reclassification, stocksubject to earlier termination or amendment by the Board ofdividend, spin-off, split-off, stock split, reverse stock split orDirectors. The Board of Directors generally may amend orother distribution with respect to the shares of common stock,modify the 2015 Plan. However, the Board of Directors may notor any similar corporate transaction or event in respect of theamend the 2015 Plan without shareholder approval, to extentcommon stock, then the Compensation Committee shall, in thesuch approval is necessary to comply with the listingmanner and to the extent that it deems appropriate andrequirements of the New York Stock Exchange.equitable to the participants and consistent with the terms of

the 2015 Plan, cause a proportionate adjustment to be made in

DUKE ENERGY – 2015 Proxy Statement 69

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PROPOSAL 4: APPROVAL OF THE DUKE ENERGY CORPORATION 2015 LONG-TERM INCENTIVE PLAN

price paid for the Duke Energy common stock. If aFederal Income Tax Section 83(b) election has not been made, any dividendsreceived with respect to restricted stock that are subject at thatConsequencestime to a risk of forfeiture and restrictions on transfer generallywill be treated as additional compensation income and not as

The following is a general summary of the United States federal dividend income.income tax consequences to participants and Duke Energy

Performance Awards. Generally, no income will be recognizedrelating to awards that may be granted under the 2015 Plan.upon the grant of performance awards. Upon payment inThis summary is not intended to be complete and does notrespect of the performance award, the participant generally willdescribe state, local, foreign or other tax consequences.be required to include as taxable ordinary income in the year of

Options. A participant will not recognize income upon the grant receipt an amount equal to the amount of cash received andof a nonqualified stock option to purchase shares of common the fair market value of any unrestricted Duke Energy commonstock. Upon exercise of the option, the participant will stock received, and the capital gains/loss holding period for anyrecognize ordinary compensation income equal to the excess such shares will also commence on the date such shares areof the fair market value of the shares of common stock on the received.date the option is exercised over the exercise price for such

Restricted Stock Units. Generally, no income will be recognizedshares. A participant will not recognize income upon the grantupon the award of restricted stock units. A participant who isof an incentive stock option to purchase shares of commongranted restricted stock units generally will be subject to tax atstock and will not recognize income upon exercise of theordinary income rates on the amount of cash received and theoption, provided the participant was an employee of Dukefair market value of any unrestricted Duke Energy commonEnergy or a subsidiary at all times from the date of grant untilstock at the time of payment of the award, and the capitalthree months prior to exercise. Where a participant who hasgains/loss holding period for any such shares will alsoexercised an incentive stock option sells the shares of commoncommence on such date.stock acquired upon exercise more than two years after the

grant date and more than one year after exercise, capital gain or Stock Retainers. Stock retainers are generally subject to tax, asloss will be recognized equal to the difference between the ordinary compensation income, on the date of grant.sales price and the exercise price. A participant who sells such

Section 409A of the Internal Revenue Code. Section 409A ofshares of common stock within two years after the grant date orthe Internal Revenue Code (‘‘Section 409A’’) imposes certainwithin one year after exercise will recognize ordinaryrestrictions upon ‘‘nonqualified deferred compensation’’ (ascompensation income in an amount equal to the lesser of thethat term is defined pursuant to Section 409A and thedifference between (i) the exercise price and the fair marketapplicable Treasury regulations). It is intended that Awardsvalue of such shares on the date of exercise or (ii) the exercisegranted under the 2015 Plan will be either exempt from, orprice and the sales proceeds. Any remaining gain or loss will becomply with, the requirements of Section 409A. However, Duketreated as a capital gain or loss.Energy does not warrant that any Award under the 2015 Plan

Stock Appreciation Rights. No taxable income is recognized by will qualify for favorable tax treatment under Section 409A ora participant upon the grant of a stock appreciation right under any other provision of federal, state, local or non-United Statesthe 2015 Plan. Upon the exercise of a stock appreciation right, law.the participant will realize ordinary income in an amount equal

Certain Tax Consequences to Duke Energy. To the extent that ato the fair market value of the shares of Duke Energy commonparticipant recognizes ordinary income in the circumstancesstock received and the amount of cash received. Shares ofdescribed above, Duke Energy generally will be entitled to aDuke Energy Common stock received upon the exercise of acorresponding deduction provided that, among other things,stock appreciation right will, upon subsequent sale, be eligiblethe income meets the test of reasonableness, is an ordinaryfor capital gains treatment, with the capital gains holding periodand necessary business expense, is not an ‘‘excess parachutecommencing on the date of exercise of the stock appreciationpayment’’ within the meaning of Section 280G of the Internalright.Revenue Code and is not disallowed by the $1 million limitation

Restricted Stock. A participant who is granted restricted stock under Section 162(m).generally will be subject to tax at ordinary income rates on thefair market value of the restricted stock (reduced by any amount

Registration with the SECpaid by the participant) at the time that the shares are no longersubject to a risk of forfeiture or restrictions on transfer forpurposes of Section 83 of the Internal Revenue Code.

Duke Energy intends to file a Registration Statement onHowever, a participant who makes a ‘‘Section 83(b) election’’Form S-8 relating to the issuance of shares of common stockwithin 30 days of the date of grant of the restricted stock willunder the 2015 Plan with the Securities and Exchangehave taxable ordinary income on the date of grant equal to theCommission pursuant to the Securities Act of 1933, asexcess of the fair market value of the Duke Energy commonamended, after approval of the 2015 Plan by Duke Energy’sstock on the date of grant (determined without regard to the riskshareholders.of the forfeiture or restrictions on transfer) over any purchase

70 DUKE ENERGY – 2015 Proxy Statement

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PROPOSAL 4: APPROVAL OF THE DUKE ENERGY CORPORATION 2015 LONG-TERM INCENTIVE PLAN

Plan Benefits

It is not possible to determine specific amounts and types of awards that may be awarded in the future under the 2015 Plan becausethe grant of awards under the 2015 Plan is discretionary.

Current Equity Compensation Plan Information

The following table shows information as of December 31, 2014, about securities to be issued upon exercise of outstandingoptions, warrants and rights under Duke Energy’s equity compensation plans, along with the weighted-average exercise price of theoutstanding options, warrants and rights and the number of securities remaining available for future issuance under the plans.

Number of securities Number of securitiesto be issued upon Weighted-average remaining available under

exercise of exercise price of equity compensation plansoutstanding options, outstanding options, (excluding securities reflectedwarrants and rights warrants and rights in column (a))

Plan Category (a) (b)(1) (c)

Equity compensation plans approved by security 3,138,692(2) $67.02 8,165,474(3)

holdersEquity compensation plans not approved by security 677,299(4) $46.44 3,545,727(5)

holders

Total 3,815,991 $64.09 11,711,201

(1) This column includes only the weighted-average exercise price of outstanding options.

(2) Includes outstanding options, restricted stock units and performance shares (assuming the maximum payout level), as well as shares that could bepayable with respect to compensation deferred under the Duke Energy Corporation Executive Savings Plan and shares that could be payable withrespect to certain compensation deferred under the Duke Energy Corporation Directors’ Savings Plan.

(3) Includes shares remaining available for issuance pursuant to stock awards under the Duke Energy Corporation 2010 Long-Term Incentive Plan, whichcounts ‘‘full value’’ awards such as restricted stock units and performance shares against the share reserve as four shares for every one share that isissued in connection with such an award, and which counts each share issued in connection with an option as one share against the share reserve.

(4) Includes outstanding stock options, restricted stock units and performance shares granted (assuming the maximum payout level) by Progress Energyprior to the Progress Energy merger, as well as outstanding options granted by Cinergy Corp. prior to its merger with Duke Energy and shares that couldbe payable with respect to certain compensation deferred under the Duke Energy Corporation Directors’ Savings Plan.

(5) Includes shares remaining available for issuance pursuant to stock awards under the Progress Energy, Inc. 2007 Equity Incentive Plan described in ourForm 10-K, which permits the grant of options, stock appreciation rights, restricted stock, performance shares and other stock-based awards.

DUKE ENERGY – 2015 Proxy Statement 71

The Board of Directors Recommends a Vote ‘‘FOR’’ This Proposal.

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Proposals 5, 6 and 7 are proposals we received from our shareholder proposals, including any supporting statements,shareholders. If the proponents of these proposals, or are included exactly as submitted to us by the proponents ofrepresentatives who are qualified under state law, are present at these proposals. The Board of Directors recommends votingour Annual Meeting of Shareholders and submit the proposals ‘‘AGAINST’’ each proposal.for a vote, then the proposals will be voted upon. The

SHAREHOLDER PROPOSAL REGARDINGLIMITATION OF ACCELERATED EXECUTIVE PAY

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, owner of no fewer than 50 shares ofDuke Energy common stock, submitted the following proposal:

Supporting Statement:

5 – Limit Accelerated Executive Pay

Resolved: Shareholders ask our board of directors to adopt a Restatements or Special Chargespolicy that in the event of a change in control (as defined under Carbon Emissionsany applicable employment agreement, equity incentive plan or

Waste Productionother plan), there shall be no acceleration of vesting of anyequity award granted to any senior executive, provided, Spills or Dumpinghowever, that our board’s executive pay committee may Other Environmental Impact Eventsprovide in an applicable grant or purchase agreement that any

Other Environmental Investigationsunvested award will vest on a partial, pro rata basis up to thetime of the senior executive’s termination, with such Other Social Impact Eventsqualifications for an award as the committee may determine.

Wikipedia said that following a February 2, 2014 coal ash spillFor purposes of this Policy, ‘‘equity award’’ means an award which was the third-largest of its kind in US history, the USgranted under an equity incentive plan as defined in Item 402 of Attorney’s Office opened a grand jury investigation intothe SEC’s Regulation S-K, which addresses executive pay. This Duke Energy and North Carolina regulators in theresolution shall be implemented so as not affect any contractual administration of Governor Pat McCrory. McCrory had been anrights in existence on the date this proposal is adopted. employee of Duke Energy for 28 years and critics said his

administration intervened on Duke’s behalf to settle lawsuitsThe vesting of equity pay over a period of time is intended toover environmental violations. The US Attorney subpoenaedpromote long-term improvements in performance. The linkover 20 officials of the McCrory administration and soughtbetween executive pay and long-term performance can berecords of ‘‘investments, cash or other items of value’’ frombroken if such pay is made on an accelerated schedule.Duke to regulators.Accelerated equity vesting allows executives to realize pay

opportunities without necessarily having earned them through Duke posted a $1.4 billion write-down on its Midweststrong performance. Generation business in May 2014.GMI Ratings, an independent investment research firm said the In regard to our directors Carlos Saladrigas received 15% infollowing flagged KeyMetrics were the most important factors negative votes and chaired our audit committee and was adriving the GMI Environmental, Social and Governance rating of member of our executive pay committee. James Hance was onF for Duke Energy: our audit and executive pay committees in spite of potentially

being overextend due to his director responsibilities at 4 publicRelated Party Transactionscompanies. James Rhodes, Ann Maynard Gray, Alex Bernhardt

Overboarded Non-Exec Directors and Michael Browning each had 13 to 24-years long tenureOverboarded Audit Committee Members which can negatively impact director independence.

Negative Director Votes Returning to the core topic of this proposal from the context ofour clearly improvable corporate governance, please vote toSeverance Vestingprotect shareholder value:

Revenue Recognition

Asset-Liability ValuationLimit Accelerated Executive Pay – Proposal 5

72 DUKE ENERGY – 2015 Proxy Statement

SHAREHOLDER PROPOSALS

PROPOSAL 5:

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PROPOSAL 5: SHAREHOLDER PROPOSAL REGARDING LIMITATION OF ACCELERATED EXECUTIVE PAY

Opposing Statement of the Board of Directors:

regard, our shareholders have expressed strong support for thedecisions of our Compensation Committee with respect toexecutive compensation, with average shareholder support of

The Board believes that adoption of this proposal would not be approximately 89% over the four years that Duke Energy hasin the best interests of Duke Energy or its shareholders. As held ‘‘say-on-pay’’ advisory votes, including approximatelydescribed in more detail in the Compensation Discussion and 92% support in the most recent vote in 2014.Analysis section of this proxy statement, Duke Energy currentlyhas the flexibility to provide executives with compensation and The proposal could create undesirable disincentives for ourbenefits, including severance and change in control benefits, senior executives in connection with the consideration,that the Compensation Committee believes are competitively negotiation and implementation of a change in controlnecessary and in the best interests of Duke Energy and its transaction.shareholders. This proposal, if adopted, would limit our ability to

The possibility of a change in control can create uncertainty anddesign our compensation program and could placedistractions for key executives and can cause them to considerDuke Energy at a disadvantage in competing for executiveleaving Duke Energy, potentially having a negative impact ontalent.Duke Energy and its shareholders in connection with the

The proposal would limit Duke Energy’s ability to design an consideration, negotiation and implementation of a change inequity compensation program that serves the best interests of control transaction. The Compensation Committee hasDuke Energy and its shareholders. designed Duke Energy’s current long-term incentive

arrangements with these considerations in mind, and the BoardThe Board of Directors believes that our Compensationof Directors believes that the current arrangementsCommittee, which is composed entirely of independentappropriately reinforce and encourage the continued attentiondirectors, is in the best position to design and implementand dedication of Duke Energy’s key executives in connectionexecutive compensation arrangements that are appropriate forwith a potential change in control. The proposal, if adopted,Duke Energy, including determining the treatment of equitycould create disincentives for our senior executives, arisingawards in connection with a change in control. Thefrom the potential loss of all or a portion of their equity awards inCompensation Committee has carefully designedconnection with a change in control transaction, as comparedDuke Energy’s current executive compensation program basedto the treatment under our current equity compensationon the guiding principle that executive pay should be linked toprogram.performance and that the interests of executives and

shareholders should be aligned.The proposal would place Duke Energy at a disadvantage in

Duke Energy’s current equity compensation program consists competing for executive talent.of a mix of restricted stock units and performance shares. Our

The proposal could make it more difficult for Duke Energy torestricted stock unit awards provide for ‘‘double-trigger’’attract and retain talented executives. We have been advisedvesting in full (without pro ration) upon a qualifying terminationby Frederic W. Cook & Company that our current approach toof employment in connection with a change in control. Ourthe treatment of equity awards in connection with a change inperformance share awards provide for pro rata vesting at thecontrol is within the range of market practice as compared totarget performance level in the event of a change in control (onthe peers with whom we compete for talent.a ‘‘single-trigger’’ basis, without regard to termination of

employment).The proposal would introduce a number of additional inequities

Rather than allowing our Compensation Committee to continue and administrative problems into Duke Energy’s equityto use its judgment in designing our executive compensation compensation program.program, the proposal seeks to tie the hands of ourCompensation Committee with respect to one aspect of our If adopted, the proposal would create inequities andexecutive compensation program. The proposal does not administrative problems in Duke Energy’s equity compensationdiscuss Duke Energy’s current approach to vesting of long- program, including the following:term incentives in connection with a change in control, nor does

The proposal seeks to require ‘‘double-trigger’’ vesting forit explain why the proponent believes that the proposedperformance shares, notwithstanding potential difficultiesapproach would be preferable in Duke Energy’s particularinherent in administering and/or adjusting performance goalssituation.that were established with respect to Duke Energy so that

The treatment of equity awards should not be considered in they are applicable to a different company (i.e., an acquirer)isolation from the rest of our compensation program. The after the change in control transaction.Compensation Committee has and will continue to evaluate the

The proposal would not apply, to a large extent, todesign of this and other aspects of our executive compensationDuke Energy’s current executives, who have existingprogram based upon our key business objectives, the interestscontractual rights regarding the vesting of equity awards. Byof our shareholders and developing best practices. In this

DUKE ENERGY – 2015 Proxy Statement 73

Your Board of Directors recommends a vote‘‘AGAINST’’ this proposal for the following reasons:

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PROPOSAL 5: SHAREHOLDER PROPOSAL REGARDING LIMITATION OF ACCELERATED EXECUTIVE PAY

its terms, the proposal would not affect any contractual rights Accordingly, because Duke Energy’s current executivein existence on the date the proposal is adopted, and, compensation program, which has been overwhelminglytherefore, even if the proposal were adopted, we would not supported by our shareholders, is structured to providebe able to impose partial, pro rata vesting of equity awards at Duke Energy with the necessary flexibility to providetermination for our current executives, as Duke Energy is compensation and benefits in a manner that aligns the interestscontractually obligated to provide them with additional of our executives and shareholders, properly incentivizes ourvesting credit after termination of employment pursuant to executives, and allows Duke Energy to attract and retain topexisting severance protections. As a result, the proposal talent, the Board of Directors believes that the proposal is not inwould apply differently to our existing and new executives, the best interests of Duke Energy or its shareholders.creating internal disparities among the executive group.

74 DUKE ENERGY – 2015 Proxy Statement

For the Above Reasons, the Board of Directors Recommends a Vote ‘‘AGAINST’’ ThisProposal.

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SHAREHOLDER PROPOSAL REGARDINGPOLITICAL CONTRIBUTION DISCLOSURE

The Nathan Cummings Foundation, 475 Tenth Avenue, 14th Floor, New York, New York 10018, owners of 1,329 shares of commonstock of Duke Energy, submitted the following proposal:

Resolved, that the shareholders of Duke Energy (‘‘Company’’) hereby request that the Company provide a report, updatedsemiannually, disclosing the Company’s:

1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect)to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or(b) influence the general public, or any segment thereof, with respect to an election or referendum.

2. Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described insection 1 above, including:

a. The identity of the recipient as well as the amount paid to each; and

b. The title(s) of the person(s) in the Company responsible for decision-making.

The report shall be presented to the Board of Directors or relevant Board committee and posted on the Company’s website.

Payments used for lobbying are not encompassed by this proposal.

Supporting Statement:

Last year, almost half of the Duke Energy shares voted Accountability rated Duke Energy near the bottom among thesupported this resolution, which asks for transparency and largest 300 companies in the S&P 500, giving it just 31 pointsaccountability on corporate political spending. out of 100.

Disclosure is in the best interest of the Company and its Relying on publicly available data does not provide a completeshareholders. The Supreme Court said in its Citizens United picture of the Company’s political spending. The proposal asksdecision: ‘‘[D]isclosure permits citizens and shareholders to Duke Energy to disclose all of its political spending, includingreact to the speech of corporate entities in a proper way. This payments to trade associations and other tax exempttransparency enables the electorate to make informed organizations used for political purposes. This would bring ourdecisions and give proper weight to different speakers and Company in line with a growing number of peers, includingmessages.’’ The New York Times’ Editorial Board recently Noble Energy, Exelon Corp., and ConocoPhillips, that supportdeclared that, ‘‘Basic investor protection requires that political disclosure and accountability and present thisshareholders know how corporate money is spent. Good information on their websites.corporate governance requires executives to be transparent

Gaps in transparency and accountability may expose theabout their use of company cash.’’Company to reputational and business risks that could threaten

We note that our Company offers a political activities policy on long-term shareholder value. The Company’s Board andits website. But it does not provide any disclosure on its political shareholders need comprehensive disclosure to be able to fullyexpenditures, either direct or indirect. Indeed, the 2014 evaluate the political use of corporate assets. We urge yourCPA-Zicklin Index of Corporate Political Disclosure and support for this critical governance reform.

Opposing Statement of the Board of Directors

educate and inform public officials about our position on issuessignificant to our business, as well as to participate in thesediscussions regarding potential laws and regulations through

Duke Energy is committed to adhering to the highest standards memberships in trade organizations. Duke Energy’s politicalof ethics in engaging in any political activities and complying activities and expenditures are overseen by the Regulatorywith the letter and spirit of all laws and regulations governing Policy and Operations Committee of the Board of Directors, inpolitical expenditures. As a public utility holding company, accordance with its Charter as well as Duke Energy’s PoliticalDuke Energy is highly regulated. As such, the Board of Activity Policy.Directors believes that it is in Duke Energy’s and its

Duke Energy received this same proposal at its 2014 Annualshareholders’ best interests to participate in the politicalMeeting of Shareholders. Although the proposal did not receiveprocess by engaging in a government relations program toa majority of votes, the Company took note of the level of

DUKE ENERGY – 2015 Proxy Statement 75

PROPOSAL 6:

Your Board recommends a vote ‘‘AGAINST’’ thisproposal for the following reasons:

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PROPOSAL 6: SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTION DISCLOSURE

shareholder interest and made the topic a key point of all contributions to federal candidates originate from voluntarydiscussion during its corporate governance engagement employee contributions made to DUKEPAC. Corporateprogram with shareholders in 2014. As part of the program, the contributions to state candidates in Duke Energy’s Ohio, NorthCompany met with approximately twenty-five percent of Carolina and Kentucky service territories are also prohibitedDuke Energy’s common stock ownership, and as a result of and therefore any contributions made to state candidates inthese discussions and after careful study and deliberation of the those locations are made solely by DUKEPAC, and not fromissues by Duke Energy’s Board of Directors, significant corporate funds. Corporate contributions are permitted inchanges were made to Duke Energy’s website to detail the Duke Energy’s other service territories, Florida, South CarolinaBoard’s oversight, and the Company’s governance of political and Indiana, and both DUKEPAC and the Company makeexpenditures. Additional changes will also be made to our contributions from time to time to state candidates in thosedisclosure of the Company’s political expenditures on the locations.website.

Regulation and disclosureOversight process

Corporate contributions and activities of DUKEPAC are subjectDuke Energy’s Political Activity Policy governs political to regulation by the state and federal government, includingexpenditures made by Duke Energy’s employees, directors and detailed disclosure requirements. For example, as required byagents. A summary of the Political Activity Policy is disclosed on federal law, DUKEPAC files monthly reports with the Federalthe Corporate Governance page of our website at Election Commission (FEC) reporting all political contributionswww.duke-energy.com/corporate-governance/ made to federal candidates, and also files pre-election andpoliticalactivity.asp. The ultimate oversight of the Company’s post-election FEC reports. State regulations in the servicepolicies, practices and strategy with respect to political territories in which DUKEPAC or the Company makesexpenditures is the responsibility of the Regulatory Policy and contributions also require the disclosure to state electionOperations Committee as detailed in its Charter which is commissions of political contributions to state candidates.disclosed at www.duke-energy.com/corporate-governance/ Duke Energy and DUKEPAC are fully compliant with all federalboard-committee-charters/regulatory- and state election laws.policy-and-operations.asp.

As a result of the feedback we received from our shareholdersIn addition to continuing the oversight of the Regulatory Policy during our shareholder corporate governance engagementand Operations Committee of the Board of Directors, the program, we have made a number of changes since last year.Company took action to enhance its governance of political Beginning in 2016, all reported DUKEPAC contributions,expenditures in 2015. A tiered governance process has been corporate contributions and lobbying expenses will beadopted that requires increasing levels of authority within the disclosed in the aggregate by category and posted directly onCompany depending on the dollar amounts of the political our website so that they may be more easily accessed andexpenditures being proposed. Furthermore, a new Political viewed by our shareholders. In addition to the disclosure ofExpenditures Committee comprised of senior executives has these contributions and expenditures on our website, thebeen formed to review and provide a Company political Company will more fully describe the Board’s oversight, and theexpenditure strategy and monitor and track corporate political Company’s governance, of political expenditures on ourexpenditures (the ‘‘Political Expenditures Program’’). As part of website as described above.its oversight, the Board’s Regulatory Policy and Operations

Accordingly, because the Company is fully compliant with allCommittee also will review periodically the strategy, policiesfederal and state regulations regarding political expendituresand practices of the corporate Political Expenditures Program.and their disclosure and has supplemented its compliance withimproved governance and website disclosure, as requested by

Corporate and DUKEPAC contributions shareholders during our corporate governance engagementprogram, the Board of Directors believes that additional reportsAlthough Duke Energy may make contributions to politicalrequested in the proposal would result in an unnecessary andcommittees and parties at the federal and state levels,unproductive use of the Company’s resources.Duke Energy does not make corporate contributions to federal

candidates as such contributions are prohibited. Accordingly,

76 DUKE ENERGY – 2015 Proxy Statement

For the Above Reasons, the Board of Directors Recommends a Vote ‘‘AGAINST’’ ThisProposal.

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SHAREHOLDER PROPOSAL REGARDING PROXYACCESS

The City of New York, Officer of the Comptroller, on behalf of the New York City Employees’ Retirement System, Municipal Building,One Centre Street, Room 629, New York, New York 10007-2341, owners of 521,797 shares of Duke Energy, and the ConnecticutRetirement Plans and Trust Funds, 55 Elm Street, Hartford, Connecticut 06106-1773, owners of 136,631 shares of common stockof Duke Energy Corporation, submitted the following proposal:

RESOLVED: Shareholders of Duke Energy Corporation (the ‘‘Company’’) ask the board of directors (the ‘‘Board’’) to adopt, andpresent for shareholder approval, a ‘‘proxy access’’ bylaw. Such a bylaw shall require the Company to include in proxy materialsprepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement (as defined herein) ofany person nominated for election to the board by a shareholder or group (the ‘‘Nominator’’) that meets the criteria establishedbelow. The Company shall allow shareholder to vote on such nominee on the Company’s proxy card.The number of shareholder-nominated candidates appearing in proxy materials shall not exceed one quarter of the directors thenserving. This bylaw, which shall supplement existing rights under Company bylaws, should provide that a Nominator must:

a) have beneficially owned 3% or more of the Company’s outstanding common stock continuously for at least three yearsbefore submitting the nomination;

b) give the Company, within the time period identified in its bylaws, written notice of the information required by the bylawsand any Securities and Exchange Commission rules about (i) the nominee, including consent to being named in theproxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares(the ‘‘Disclosure’’); and

c) certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator’scommunications with the Company shareholders, including the Disclosure and Statement; (ii) it will comply with allapplicable laws and regulations if it uses soliciting material other than the Company’s proxy materials; and (c) to the bestof its knowledge, the required shares were acquired in the ordinary course of business and not to change or influencecontrol at the Company.

The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the ‘‘Statement’’).The Board shall adopt procedures for promptly resolving disputes over whether notice of nomination was timely, whether theDisclosure and Statement satisfy the bylaw and applicable federal regulations, and the priority to be given to multiple nominationsexceeding the one-quarter limit.

Supporting Statement:We believe proxy access is a fundamental shareholder right that The proposed bylaw terms enjoy strong investor support –will make directors more accountable and contribute to votes for similar shareholder proposals averaged 55% fromincreased shareholder value. The CFA Institute’s 2014 2012 through September 2014 – and similar bylaws have beenassessment of pertinent academic studies and the use of proxy adopted by companies of various sizes across industries,access in other markets similarly concluded that proxy access: including Chesapeake Energy, Hewlett-Packard, Western

Union and Verizon.Would ‘‘benefit both the markets and corporate boardrooms,with little cost or disruption.’’ We urge shareholders to vote FOR this proposal.Has the potential to raise overall US market capitalization byup to $140.3 billion if adopted market-wide.(http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1)

Opposing Statement of the Board of Directors:identifying independent candidates with the appropriate skillsetto fill those needs. Proxy access may also encourage expensiveand disruptive contested elections, as well as encourageThe Board believes the adoption of proxy access atspecial interest groups to pursue agendas that are not in theDuke Energy is unnecessary and potentially harmful to thebest interest of all shareholders.effectiveness of the Board and the director nomination process.Duke Energy’s current director election practices provideProxy access allows shareholders to use Duke Energy’s proxyshareholders with the opportunity to make director nominationsmaterials to propose nominees for the Board of Directors. Byas well as to elect directors annually with a majority votingdoing so, proxy access bypasses the Board of Director’sprocess. Furthermore, Duke Energy has demonstrated acurrent process of determining the needs of the Board andcommitment to good corporate governance by being

DUKE ENERGY – 2015 Proxy Statement 77

PROPOSAL 7:

Your Board recommends a vote ‘‘AGAINST’’ thisproposal for the following reasons:

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PROPOSAL 7: SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS

consistently responsive to our shareholders, by engaging with Furthermore, in order to provide appropriate oversight to theour shareholders on a regular basis and by adopting corporate Company, Duke Energy’s Board must be comprised ofgovernance practices which are in the best interests of directors with complementary skills and experiences. TheDuke Energy’s shareholders as a result of those discussions. Corporate Governance Committee carefully considers theAccordingly, our Board of Directors believes that the adoption needs of the Board in light of the Company’s priorities and theof proxy access is unnecessary and not in the best interest of current skillsets of the Board and identifies potential nomineesDuke Energy’s shareholders. using that criteria. Proxy access bypasses this process by

directly placing shareholder nominees on the slate for electionDuke Energy’s corporate governance practices and even though they may not meet the criteria for independence orresponsiveness to shareholders make proxy access who may fail to contribute to the mix of needed skills andunnecessary. perspectives.The premise behind proxy access is that companies are not

Proxy access could result in unnecessary expense, distractionfully accountable to shareholders. However, at Duke Energy,and abuse by special interest groups.that premise is incorrect. The Board has been consistently

responsive to proposals that have received a substantial Proxy access facilitates proxy contests that can be expensivefavorable vote at the Annual Meeting of Shareholders. As a and disruptive, but does so in a way that causes the Companyresult of this responsiveness, the Board has adopted the to bear the expense of such proxy contest while thefollowing corporate governance practices in just the last two shareholder nominee need not spend its own resources toyears: promote its nominee.

In 2013, the Board of Directors adopted a majority vote Proxy access allows shareholders to use Duke Energy’s proxystandard for the election of directors in uncontested elections materials to propose nominees for the Board of Directors.in response to a shareholder proposal despite the fact that Duke Energy’s By-Laws already provide the right forthe proposal failed to receive a majority vote at the 2013 shareholders to propose nominees to the Board of DirectorsAnnual Meeting of Shareholders. and the federal securities laws provide a mechanism by whichIn 2014, the Board of Directors adopted the right for shareholders may solicit proxies in favor of their nominees. As ashareholders to act by less than unanimous written consent. result, the only situation in which proxy access would expand

the voice of shareholders in director elections would be one inAlso in 2014, the Board of Directors adopted the right forwhich shareholders were deterred from nominating a person forshareholders to call a special meeting of shareholders.election to our Board of Directors due to the cost of solicitingThere are also numerous means by which shareholders canproxies. Shareholders holding 3% or more of the outstandingmake their views known to the Board. Duke Energy has astock of the Company, as the proposal requires, which is worthrobust shareholder engagement program through which it hasapproximately $1.6 billion based on the closing price of thean ongoing dialogue with its largest shareholders. Through thisCompany’s common stock on March 9, 2015, have sufficientengagement program, members of the Board of Directors haveresources to bear the costs of their own proxy solicitation andmet directly with certain of its shareholders in 2014. Theshould be prepared to do so rather than impose those costsCompany also provides a means for communicating directlyupon the other shareholders of the Company. It is exactlywith independent directors (as described on page 29 of thisbecause the SEC had not adequately assessed the expenseproxy statement). Finally, as previously mentioned, there areand distraction that proxy contests would entail that a proxyalready procedures for shareholders to propose Boardaccess rule previously proposed by the SEC was overturned bynominees and solicit proxies for their nominees under thethe United States Court of Appeals for the District of Columbia.Company’s By-Laws and the SEC’s proxy rules.Proxy access could also be abused by special interest groupsto promote an agenda that is not in the best interest of allProxy access could damage the Company’s process forshareholders by making it easier for those groups to use theidentifying independent director nominees with appropriatethreat of a contested election, which could be an expensive andskills.disruptive event for the Company, to seek concessions from theProxy access would bypass the Board’s current process forCompany relating to that shareholder’s special interest. Specialidentifying directors who meet the Company’s Standards forinterest groups would not be limited by the concern of proxyDirector Independence as well as the SEC and New York Stocksolicitation costs; however, the Company would be forced toExchange requirements for director independence. Thisconsider whether to make concessions or potentially bear allprocess is complex in light of the scope of the Company’sthe costs associated with a contested election.business and the potential that candidates, their familyFor all the reasons discussed above, the Board believes thatmembers or affiliated entities may do business with thethe adoption of proxy access is not in the best interests ofCompany. It would be very difficult for shareholders proposingDuke Energy or its shareholders.director nominees to determine the required independence of

those nominees in advance of their names being included inproxy materials.

78 DUKE ENERGY – 2015 Proxy Statement

For the Above Reasons, the Board of Directors Recommends a Vote ‘‘AGAINST’’ ThisProposal.

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On what am I voting?

VotesMore Board Broker required

information recommendation non-votes Abstentions for approval

PROPOSAL Election of directors Page 11 FOR each Do not count Do not count Majority of1 nominee votes cast,

with aresignation

policyPROPOSAL Ratification of Deloitte & Touche LLP as Page 34 FOR Vote for Vote against Majority of

2 Duke Energy Corporation’s independent sharespublic accountant for 2015 represented

PROPOSAL Advisory vote to approve Duke Energy Page 36 FOR Do not count Vote against Majority of3 Corporation’s named executive officer shares

compensation representedPROPOSAL Approval of the Duke Energy Corporation Page 65 FOR Do not count Vote against Majority of

4 2015 Long-Term Incentive Plan sharesrepresented

PROPOSAL Shareholder proposal regarding limitation of Page 72 AGAINST Do not count Vote against Majority of5 accelerated executive pay shares

representedPROPOSAL Shareholder proposal regarding political Page 75 AGAINST Do not count Vote against Majority of

6 contribution disclosure sharesrepresented

PROPOSAL Shareholder proposal regarding proxy Page 77 AGAINST Do not count Vote against Majority of7 access shares

represented

Who can vote?Holders of Duke Energy’s common stock as of the close of business on the record date, March 9, 2015, are entitled to vote, either inperson or by proxy, at the Annual Meeting of Shareholders. Each share of Duke Energy common stock has one vote.

How do I vote?

By Proxy – Before the Annual Meeting of Shareholders, you can give a proxy to vote your shares of Duke Energy common stock inone of the following ways:

By Internet using your computer By telephone By mailing your proxy card

Dial toll-free 24/7 Cast your ballot,Visit 24/71-800-690-6903 sign your proxy cardwww.proxyvote.comor by calling the and send free of postagenumber providedby your broker,

bank or other nominee if your sharesare not registered in your name

DUKE ENERGY – 2015 Proxy Statement 79

FREQUENTLY ASKED QUESTIONS AND ANSWERSABOUT THE ANNUAL MEETING OF SHAREHOLDERS

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

The telephone and Internet voting procedures are designed to AGAINST the shareholder proposal regarding limitation ofconfirm your identity, to allow you to give your voting accelerated executive pay;instructions and to verify that your instructions have been

AGAINST the shareholder proposal regarding politicalproperly recorded. If you wish to vote by telephone or Internet,contribution disclosure; andplease follow the instructions that are included on your notice.AGAINST the shareholder proposal regarding proxy access.If you mail us your properly completed and signed proxy card or

vote by telephone or Internet, your shares of Duke Energy We do not expect that any other matters will be brought beforecommon stock will be voted according to the choices that you the Annual Meeting of Shareholders. However, by giving yourspecify. If you sign and mail your proxy card without marking proxy, you appoint the persons named as proxies as yourany choices, your proxy will be voted: representatives at the Annual Meeting of Shareholders.

FOR the election of all nominees for director; In Person – You may come to the Annual Meeting ofShareholders and cast your vote there. You may be admitted toFOR the ratification of Deloitte & Touche LLP as Duke Energythe meeting by bringing your notice, proxy card or, if yourCorporation’s independent public accountant for 2015;shares are held in the name of your broker, bank or other

FOR the advisory vote to approve Duke Energy nominee, you must bring an account statement or letter fromCorporation’s named executive officer compensation; the nominee indicating that you were the owner of the shares

on March 9, 2015, along with some form of government-issuedFOR the approval of the Duke Energy Corporation 2015 identification.Long-Term Incentive Plan;

May I change or revoke my vote?Yes. You may change your vote or revoke your proxy at any time using the telephone or Internet voting procedures; orprior to the Annual Meeting of Shareholders by:

attending the Annual Meeting of Shareholders and voting innotifying Duke Energy’s Corporate Secretary in writing that person.you are revoking your proxy;

providing another signed proxy that is dated after the proxyyou wish to revoke;

Will my shares be voted if I do not provide my proxy?It depends on whether you hold your shares in your own name such nominee can vote your shares for the ratification ofor in the name of a bank or brokerage firm. If you hold your Deloitte & Touche LLP as Duke Energy’s independent publicshares directly in your own name, they will not be voted unless accountant for 2015 if you do not timely provide your proxyyou provide a proxy or vote in person at the meeting. because this matter is considered ‘‘routine’’ under the

applicable rules. However, no other items are consideredBrokerage firms generally have the authority to vote their ‘‘routine’’ and may not be voted by your broker without yourcustomers’ unvoted shares on certain ‘‘routine’’ matters. If your instruction.shares are held in the name of a broker, bank or other nominee,

If I am a participant in the Duke Energy Retirement Savings Plan, how do I vote sharesheld in my plan account?If you are a participant in the Duke Energy Retirement Savings directions from other plan participants. The plan trustee willPlan, you have the right to provide voting directions to the plan follow participants’ voting directions and the plan procedure fortrustee, Fidelity Management Trust Company, by submitting voting in the absence of voting directions, unless it determinesyour proxy card for those shares of Duke Energy common that to do so would be contrary to the Employee Retirementstock that are held by the plan and allocated to your account. Income Security Act of 1974.Plan participant proxies are treated confidentially.

Because the plan trustee must process voting instructions fromIf you elect not to provide voting directions to the plan trustee, participants before the date of the Annual Meeting ofthe plan trustee will vote the Duke Energy shares allocated to Shareholders, you must deliver your instructions no later thanyour plan account in the same proportion as those shares held May 4, 2015, at 11:59 p.m.by the plan for which the plan trustee has received voting

80 DUKE ENERGY – 2015 Proxy Statement

••

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

What constitutes a quorum?As of the record date, 708,016,491 shares of Duke Energy purposes of determining a quorum. A broker ‘‘non-vote’’ is not,common stock were issued and outstanding and entitled to however, counted as present and entitled to vote for purposesvote at the Annual Meeting of Shareholders. In order to conduct of voting on individual proposals other than ratification ofthe Annual Meeting of Shareholders, a majority of the shares Deloitte & Touche LLP as Duke Energy’s independent publicentitled to vote must be present in person or by proxy. This is accountant. A broker ‘‘non-vote’’ occurs when a bank, brokerreferred to as a ‘‘quorum.’’ If you submit a properly executed or other nominee who holds shares for another person has notproxy card or vote by telephone or on the Internet, you will be received voting instructions from the owner of the shares and,considered part of the quorum. Abstentions and broker ‘‘non- under NYSE listing standards, does not have discretionaryvotes’’ will be counted as present and entitled to vote for authority to vote on a matter.

Who conducts the proxy solicitation and how much will it cost?Duke Energy is requesting your proxy for the Annual Meeting of officers and other employees of Duke Energy to requestShareholders and will pay all the costs of requesting proxies. Directors, officers and other employees will not receiveshareholder proxies. We have hired Georgeson Inc. to help us additional compensation for these services. We will reimbursesend out the proxy materials and request proxies. Georgeson’s brokerage houses and other custodians, nominees andbase fee for these services is $21,000, plus out-of-pocket fiduciaries for their reasonable out-of-pocket expenses forexpenses. We can request proxies through the mail or forwarding solicitation material to the beneficial owners ofpersonally by telephone, fax or Internet. We can use directors, Duke Energy common stock.

DUKE ENERGY – 2015 Proxy Statement 81

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Discretionary Voting AuthorityAs of the date this proxy statement went to press, Duke Energy presented at the Annual Meeting of Shareholders, the personsdid not anticipate that any matter other than the proposals set named as proxies will have discretion to vote on those mattersout in this proxy statement would be raised at the Annual according to their best judgment.Meeting of Shareholders. If any other matters are properly

Section 16(a) Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act requires Duke Energy’s securities of Duke Energy. We prepare and file these reports ondirectors and executive officers, and any persons owning more behalf of our directors and executive officers. To ourthan 10% of Duke Energy’s equity securities, to file with the knowledge, all Section 16(a) reporting requirements applicableSEC initial reports of beneficial ownership and certain changes to our directors and executive officers were satisfied in a timelyin that beneficial ownership, with respect to such equity manner during 2014.

Related Person TransactionsRelated Person Transaction Policy. The Corporate Governance from each director, executive officer and (to the extent feasible)Committee adopted a Related Person Transaction Policy that significant shareholders to enable us to identify any existing orsets forth our procedures for the identification, review, potential related person transactions and to effectuate theconsideration and approval or ratification of ‘‘related person terms of the policy. In addition, under our codes of businesstransactions.’’ For purposes of our policy only, a ‘‘related conduct and ethics, our employees and directors have anperson transaction’’ is a transaction, arrangement or affirmative responsibility to disclose any transaction orrelationship (or any series of similar transactions, arrangements relationship that reasonably could be expected to give rise to aor relationships) in which we and any ‘‘related person’’ are, were conflict of interest. In considering related person transactions,or will be participants and in which the amount involved our Corporate Governance Committee (or Board of Directors)exceeds $120,000. Transactions involving compensation for will take into account the relevant available facts andservices provided to us as an employee or director are not circumstances including but not limited to:covered by this policy. A ‘‘related person’’ is any executive

the risks, costs and benefits to us;officer, director or beneficial owner of more than 5% of any classof our voting securities, including any of their immediate family the impact on a director’s independence in the event that themembers and any entity owned or controlled by such persons. related person is a director, immediate family member of a

director or an entity with which a director is affiliated;Under the policy, if a transaction has been identified as a relatedperson transaction (including any transaction that was not a the availability of other sources for comparable services orrelated person transaction when originally consummated or any products; andtransaction that was not initially identified as a related person

the terms available to or from, as the case may be, unrelatedtransaction prior to consummation), our management mustthird parties or to or from employees generally.present information regarding the related person transaction to

our Corporate Governance Committee (or, if Corporate The policy requires that, in determining whether to approve,Governance Committee approval would be inappropriate, to ratify or reject a related person transaction, our Corporatethe Board of Directors) for review, consideration and approval Governance Committee (or Board of Directors) must consider,or ratification. The presentation must include a description of, in light of known circumstances, whether the transaction is in,among other things, the material facts, the interests, direct and or is not inconsistent with, our best interests and those of ourindirect, of the related persons, the benefits to us of the shareholders, as our Corporate Governance Committee (ortransaction and whether the transaction is on terms that are Board of Directors) determines in the good faith exercise of itscomparable to the terms available to or from, as the case may judgment. There were no related person transactions with anybe, an unrelated third party or to or from employees generally. of our executive officers or directors in 2014.Under the policy, we will, on an annual basis, collect information

82 DUKE ENERGY – 2015 Proxy Statement

OTHER INFORMATION

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OTHER INFORMATION

Proposals and Business by ShareholdersIf you wish to submit a proposal for inclusion in the proxy Meeting of Shareholders will have discretionary authority tostatement for our 2016 Annual Meeting of Shareholders, we vote proxies on matters of which we are not properly notifiedmust receive it by November 25, 2015. and also may have discretionary voting authority under other

circumstances.In addition, if you wish to introduce business at our 2016 AnnualMeeting of Shareholders (besides that in the Notice of the Your proposal or notice should be mailed to our Corporatemeeting), you must send us written notice of the matter. Your Secretary at the following address: Ms. Julia S. Janson,notice must comply with the requirements of our Amended and Executive Vice President, Chief Legal Officer and CorporateRestated By-Laws, and we must receive it no earlier than Secretary, Duke Energy Corporation, DEC 48H, P.O. Box 1414,January 8, 2016, and no later than February 7, 2016. The Charlotte, NC 28201-1414.individuals named as proxy holders for our 2016 Annual

Householding InformationDuke Energy has adopted a procedure called ‘‘householding,’’ Charlotte, NC 28201-1005, that you wish to receive separatewhich has been approved by the SEC. Under this procedure, a annual reports and proxy statements. You will be removed fromsingle copy of the annual report and proxy statement is sent to the householding program within 30 days of receipt of yourany household at which two or more shareholders reside, notice. If you received a householded mailing this year and youunless one of the shareholders at that address notifies us that would like to have additional copies of our annual report andthey wish to receive individual copies. This procedure reduces proxy statement mailed to you, please submit your request toour printing costs and fees. Each shareholder will continue to Investor Relations at the number or address above. We willreceive separate proxy cards, and householding will not affect promptly send additional copies of the annual report and proxydividend check mailings or InvestorDirect Choice Plan statement upon receipt of such request.statement mailings in any way.

A number of brokerage firms have instituted householding. IfIf you have previously consented, householding will continue you hold your shares in ‘‘street name,’’ please contact youruntil you are notified otherwise or until you notify Investor bank, broker or other holder of record to request informationRelations by telephone at (800) 488-3853, at about householding.www.duke-energy.com/contactIR or by mail at P.O. Box 1005,

Electronic Delivery of the Annual Report and Proxy MaterialsIf you received a paper version of this year’s proxy materials, In order to enroll for electronic delivery, go toplease consider signing up for electronic delivery of next year’s www.icsdelivery.com/duk and follow the instructions. If youmaterials. Electronic delivery significantly reduces Duke elect to receive your Duke Energy materials via the Internet, youEnergy’s printing and postage costs and also reduces our can still request paper copies by contacting Investor Relationsconsumption of natural resources. You will be notified at (800) 488-3853 or at www.duke-energy.com/investors/immediately by e-mail when next year’s annual report and proxy contactIR.materials are available. Electronic delivery also makes it moreconvenient for shareholders to cast their votes on issues thataffect Duke Energy.

DUKE ENERGY – 2015 Proxy Statement 83

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AEI Services Edison International MidAmerican Energy Proliance HoldingsAES Edison Mission Energy Midwest Independent Public Service EnterpriseAGL Resources ElectriCities of North Carolina Transmission System GroupAllete Energen Operator Puget EnergyAlliant Energy Energy Future Holdings New York Independent Salt River ProjectAmeren Energy Northwest System Operator SCANAAmerican Electric Power Energy Solutions New York Power Authority Sempra EnergyAreva Energy Transfer NextEra Energy, Inc. Southern Company ServicesATC Management Entergy NiSource Southwest GasAtmos Energy EQT Corporation Northeast Utilities Spectra EnergyAvista ERCOT NorthWestern Energy STP Nuclear OperatingBG US Services Exelon NV Energy SunCoke EnergyBlack Hills FirstEnergy NW Natural TECO EnergyCalifornia Independent First Solar OCI Enterprises Tennessee Valley Authority

System Operator GDF SUEZ Energy North OGE Energy TransCanadaCalpine America Oglethorpe Power UGICapital Power Corporation Grand River Dam Authority Ohio Valley Electric UIL HoldingsCenterPoint Energy Hunt Consolidated Old Dominion Electric UnitilCH Energy Group Iberdrola USA Omaha Public Power UNS EnergyCleco Idaho Power Otter Tail URENCO USACMS Energy Indianapolis Power & Light Pacific Gas & Electric VectrenColorado Springs Utilities Company People’s Natural Gas Westar EnergyConsolidated Edison Integrys Energy Group Pepco Holdings Williams CompaniesCPS Energy ISO New England Pinnacle West Capital Wisconsin EnergyCrosstex Energy ITC Holdings PJM Interconnection Wolf Creek NuclearDominion Resources Kinder Morgan PNM Resources Xcel EnergyDTE Energy LG&E and KU Energy Portland General ElectricDynegy MDU Resources PPL

84 DUKE ENERGY – 2015 Proxy Statement

APPENDIX A

CDB Energy Services Executive Compensation Database

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Towers Watson CDB General Industry Executive Compensation Database

3M Energy Transfer Partners NextEra Energy Inc. WhirlpoolABB (Asea Brown Boveri) Ericsson Nike XeroxAES Corporation Exelon Nokia Corporation Yum! BrandsAMR FedEx Northrop Grumman eBayAccenture FirstEnergy Occidental PetroleumAgrium Freeport-McMoRan Copper & Gold PPG IndustriesAir Liquide Fujitsu Limited Pacific Gas & ElectricAlcoa Gap ParamountAmerican Electric Power General Dynamics Parker HannifinAnadarko Petroleum General Mills QualcommApache Goodyear Tire & Rubber SabicArrow Electronics Google SafewayAvnet Hess SchlumbergerBAE Systems HollyFrontier Corporation Schneider Electric IndustryBaxter International Honeywell Seagate TechnologyBest Buy Illinois Tool Works SearsBridgestone Americas Indianapolis Power & Light Company SodexoCBS International Paper Southern Company ServicesCHS Jabil Circuit Southwest AirlinesCSC Johnson Controls Sprint NextelCarnival KDDI Corporation StaplesChevron Phillips Chemical Kellogg Starbucks CoffeeCisco Systems Kimberly-Clark SuperValu StoresCoca-Cola Kohl’s SyscoColgate-Palmolive Kyocera Corporation TE Connectivity Ltd.Compass Group L-3 Communications TRW AutomotiveConAgra Foods Lear TesoroDIRECTV Group Lenovo Thomson ReutersDanaher Lockheed Martin Time WarnerDeere & Company LyondellBasell Time Warner CableDelta Air Lines Macy’s Tyson FoodsDuPont Marathon Oil United States SteelEMC McDonald’s ViacomEaton Medtronic Walt DisneyEmerson Electric Monsanto Waste Management

DUKE ENERGY – 2015 Proxy Statement 85

APPENDIX B

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DUKE ENERGY CORPORATION2015 LONG-TERM INCENTIVE PLAN

1. PURPOSE OF THE PLAN

The purpose of the Corporation’s 2015 Long-Term Incentive Plan is to promote the interests of the Corporation and its shareholdersby strengthening the Corporation’s ability to attract, motivate and retain key employees and directors of the Corporation uponwhose judgment, initiative and efforts the financial success and growth of the business of the Corporation largely depend, and toprovide an additional incentive for key employees and directors through stock ownership and other rights that promote andrecognize the financial success and growth of the Corporation.

2. DEFINITIONS

Wherever the following capitalized terms are used in the Plan they shall have the meanings specified below:

(a) ‘‘Award’’ means an award of an Option, Restricted Stock, Stock Appreciation Right, Performance Award, RestrictedStock Unit, Stock Retainer or Dividend Equivalent granted under the Plan.

(b) ‘‘Award Agreement’’ means either: (a) an agreement, either in written or electronic format, entered into by theCorporation and a Participant setting forth the terms and conditions of an Award granted to the Participant; or (b) astatement, either in written or electronic format, issued by the Corporation to a Participant describing the terms andconditions of an Award granted to the Participant, which need not be signed by the Participant.

(c) ‘‘Board’’ means the Board of Directors of the Corporation.

(d) ‘‘Change in Control’’ shall have the meaning specified in Section 13.2 hereof.

(e) ‘‘Code’’ means the Internal Revenue Code of 1986, as amended.

(f) ‘‘Committee’’ means the Compensation Committee of the Board, or such other committee or subcommittee of theBoard or group of individuals appointed by the Board to administer the Plan from time to time.

(g) ‘‘Common Stock’’ means the common stock of the Corporation, par value $0.001 per share, or any security into whichsuch Common Stock may be changed by reason of any transaction or event of the type described in Section 3.3.

(h) ‘‘Corporation’’ means Duke Energy Corporation, a Delaware corporation.

(i) ‘‘Date of Grant’’ means the date on which an Award under the Plan is made by the Committee (which date shall not beearlier than the date on which the Committee takes action with respect thereto), or such later date as the Committeemay specify that the Award becomes effective.

(j) ‘‘Dividend Equivalent’’ means an Award under Section 12 hereof entitling a Participant to receive payments with respectto dividends declared on the Common Stock.

(k) ‘‘Effective Date’’ means the Effective Date of the Plan, as defined in Section 16.1 hereof.

(l) ‘‘Eligible Person’’ means any person who is an Employee or an Independent Director.

(m) ‘‘Employee’’ means any person who is a key employee of the Corporation or any Subsidiary or who has agreed to servein such capacity within 90 days after the Date of Grant; provided, however, that with respect to Incentive Stock Options,‘‘Employee’’ means any person who is considered an employee of the Corporation or any Subsidiary for purposes ofTreasury Regulation Section 1.421-1(h).

(n) ‘‘Exchange Act’’ means the Securities Exchange Act of 1934, as amended.

(o) ‘‘Fair Market Value’’ of a share of Common Stock as of a given date means the closing sales price of the Common Stockon the New York Stock Exchange as reflected on the composite index on the date as of which Fair Market Value is to bedetermined or, in the absence of any reported sales of Common Stock on such date, on the first preceding date onwhich any such sale shall have been reported. If Common Stock is not listed on the New York Stock Exchange on thedate as of which Fair Market Value is to be determined, the Committee shall determine in good faith the Fair MarketValue in whatever manner it considers appropriate (but in any event such amount shall not be less than fair market valuewithin the meaning of section 409A of the Code).

(p) ‘‘Incentive Stock Option’’ means an option to purchase Common Stock that is intended to qualify as an incentive stockoption under section 422 of the Code and the Treasury Regulations thereunder.

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(q) ‘‘Independent Director’’ means a member of the Board who is not an employee of the Corporation or any Subsidiary.

(r) ‘‘Nonqualified Stock Option’’ means an option to purchase Common Stock that is not an Incentive Stock Option.

(s) ‘‘Option’’ means an Incentive Stock Option or a Nonqualified Stock Option granted under Section 6 hereof.

(t) ‘‘Participant’’ means any Eligible Person who holds an outstanding Award under the Plan.

(u) ‘‘Performance Award’’ means an Award made under Section 9 hereof entitling a Participant to a payment based on theFair Market Value of Common Stock (a ‘‘Performance Share’’) or based on specified dollar units (a ‘‘Performance Unit’’)at the end of a performance period if certain conditions established by the Committee are satisfied.

(v) ‘‘Plan’’ means this 2015 Long-Term Incentive Plan as set forth herein, and as it may be amended from time to time.

(w) ‘‘Restricted Stock’’ means an Award under Section 8 hereof entitling a Participant to shares of Common Stock that arenontransferable and subject to forfeiture until specific conditions established by the Committee are satisfied.

(x) ‘‘Restricted Stock Unit’’ means an Award under Section 10 hereof entitling a Participant to a payment at the end of avesting period of a unit value based on the Fair Market Value of a share of Common Stock.

(y) ‘‘Section 162(m)’’ means section 162(m) of the Code and the Treasury Regulations thereunder.

(z) ‘‘Stock Appreciation Right’’ or ‘‘SAR’’ means an Award under Section 7 hereof entitling a Participant to receive anamount, representing the difference between the base price per share of the right and the Fair Market Value of a share ofCommon Stock on the date of exercise.

(aa) ‘‘Stock Retainer’’ means an Award under Section 11 hereof entitling an Independent Director to receive an unrestrictedshare of Common Stock.

(bb) ‘‘Subsidiary’’ means an entity that is wholly owned, directly or indirectly, by the Corporation, or any other affiliate in whichthe Corporation owns, directly or indirectly, a proprietary interest of more than fifty percent (50%); provided, however,that with respect to Incentive Stock Options, the term ‘‘Subsidiary’’ shall not include any entity that does not qualifywithin the meaning of section 424(f) of the Code as a ‘‘subsidiary corporation’’ with respect to the Corporation.

3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN

3.1. Number of Shares. Subject to the following provisions of this Section 3, the aggregate number of shares of Common Stockthat may be issued pursuant to all Awards under the Plan is 10,000,000 shares of Common Stock, all of which may be issuedpursuant to Incentive Stock Options. The shares of Common Stock to be delivered under the Plan will be made available fromauthorized but unissued shares of Common Stock, treasury stock or shares of Common Stock acquired in the open market. NoIndependent Director may be granted, during any one calendar year, Awards with a grant date fair value for financial accountingpurposes of more than $400,000.

3.2. Share Counting. If any share of Common Stock that is the subject of an Award is not issued and ceases to be issuable forany reason, or is forfeited, canceled or returned to the Corporation for failure to satisfy vesting requirements or upon the occurrenceof other forfeiture events, such share of Common Stock will no longer be charged against the maximum share limitations as set forthin Section 3.1 and may again be made subject to Awards under the Plan pursuant to such limitations. Common Stock covered by anAward granted under the Plan shall not be counted unless and until it is actually issued or transferred to a Participant. Withoutlimiting the generality of the foregoing, upon payment in cash of the benefit provided by any Award granted under the Plan, anyCommon Stock that is covered by the Award will be available for issue or transfer hereunder. Notwithstanding anything to thecontrary contained herein: (a) Common Stock tendered in payment of the exercise price of an Option shall not be added to theaggregate Plan limit described in Section 3.1; (b) Common Stock withheld by the Corporation to satisfy a tax withholding obligationshall not be added to the aggregate Plan limit described in Section 3.1; (c) Common Stock that is repurchased by the Corporationwith Option proceeds shall not be added to the aggregate Plan limit described in Section 3.1; and (d) all Common Stock covered bya SAR, to the extent that it is exercised and settled in Common Stock, regardless of the number of shares of Common Stock actuallyissued or transferred to a Participant upon exercise of the SAR, shall be considered issued or transferred pursuant to the Plan.

3.3. Adjustments. If there shall occur any merger, consolidation, liquidation, issuance of rights or warrants to purchasesecurities, recapitalization, reclassification, stock dividend, spin-off, split-off, stock split, reverse stock split or other distribution withrespect to the shares of Common Stock, or any similar corporate transaction or event in respect of the Common Stock, then theCommittee shall, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with theterms of the Plan, cause a proportionate adjustment to be made in (a) the maximum numbers and kind of shares provided inSection 3.1 hereof, (b) the maximum numbers and kind of shares set forth in Sections 6.1, 7.1, 8.2 and 9.4 hereof, (c) the numberand kind of shares of Common Stock, share units, or other rights subject to the then-outstanding Awards, (d) the price for eachshare or unit or other right subject to then outstanding Awards without change in the aggregate purchase price or value as to whichsuch Awards remain exercisable or subject to restrictions, (e) the performance targets or goals appropriate to any outstanding

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Performance Awards (subject to such limitations as appropriate for Awards intended to qualify for exemption under Section 162(m))or (f) any other terms of an Award that are affected by the event. Moreover, in the event of any such transaction or event, theCommittee, in its discretion, may provide in substitution for any or all outstanding awards under the Plan such alternativeconsideration (including cash) as it, in good faith, may determine to be equitable under the circumstances and may require inconnection therewith the surrender of all awards so replaced. Notwithstanding the foregoing, any such adjustments shall be made ina manner consistent with the requirements of section 409A of the Code and, in the case of Incentive Stock Options, any suchadjustments shall be made in a manner consistent with the requirements of section 424(a) of the Code.

4. ADMINISTRATION OF THE PLAN

4.1. Committee Members. Except as provided in Sections 4.4 and 4.5 hereof, the Plan will be administered by the Committee,which unless otherwise determined by the Board will consist solely of two or more persons who satisfy the requirements for a‘‘nonemployee director’’ under Rule 16b-3 promulgated under the Exchange Act, the requirements for an ‘‘outside director’’ underSection 162(m) and the requirements for an ‘‘independent director’’ under the rules of the New York Stock Exchange. TheCommittee may exercise such powers and authority as may be necessary or appropriate for the Committee to carry out its functionsas described in the Plan. No member of the Committee will be liable for any action or determination made in good faith by theCommittee with respect to the Plan or any Award under it.

4.2. Discretionary Authority. Subject to the express limitations of the Plan, the Committee has authority in its discretion todetermine the Eligible Persons to whom, and the time or times at which, Awards may be granted, the number of shares, units orother rights subject to each Award, the exercise, base or purchase price of an Award (if any), the time or times at which an Award willbecome vested, exercisable or payable, the performance criteria, performance goals and other conditions of an Award, and theduration of the Award. The Committee also has discretionary authority to interpret the Plan, to make all factual determinations underthe Plan, and to determine the terms and provisions of the respective Award Agreements and to make all other determinationsnecessary or advisable for Plan administration. The Committee has authority to prescribe, amend, and rescind rules and regulationsrelating to the Plan. All interpretations, determinations, and actions by the Committee will be final, conclusive, and binding upon allparties.

4.3. Changes to Awards. Subject to the limitations of Section 16.4, the Committee shall have the authority to effect, at any timeand from time to time, with the consent of the affected Participants, (a) the cancellation of any or all outstanding Awards and thegrant in substitution therefor of new Awards covering the same or different numbers of shares of Common Stock and having anexercise or base price which may be the same as or different than the exercise or base price of the canceled Awards or (b) theamendment of the terms of any and all outstanding Awards. The Committee may in its discretion accelerate the vesting orexercisability of an Award at any time or on the basis of any specified event.

4.4. Delegation of Authority. The Committee shall have the right, from time to time, to delegate to one or more officers ordirectors of the Corporation the authority of the Committee to grant and determine the terms and conditions of Awards under thePlan, subject to applicable law and such limitations as the Committee shall determine; provided, however, that no such authoritymay be delegated with respect to Awards made to any member of the Board or to any officer subject to the requirements ofSection 16(a) of the Exchange Act.

4.5. Authority of the Board; Awards to Independent Directors. The Board may reserve to itself any or all of the authority orresponsibility of the Committee under the Plan or may act as the administrator of the Plan for any and all purposes. To the extent theBoard has reserved any such authority or responsibility or during any time that the Board is acting as administrator of the Plan, it shallhave all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.5) shallinclude the Board. To the extent that any action of the Board under the Plan conflicts with any action taken by the Committee, theaction of the Board shall control. Without limiting the foregoing, the Board specifically reserves the exclusive authority to approveand administer all Awards granted to Independent Directors under the Plan.

5. ELIGIBILITY AND AWARDS

All Eligible Persons are eligible to be designated by the Committee to receive an Award under the Plan. The Committee has authority,in its sole discretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types ofAwards to be granted and the number of shares or units subject to the Awards that are granted under the Plan. Each Award will beevidenced by an Award Agreement as described in Section 14 hereof that shall include the terms and conditions consistent with thePlan as the Committee may determine.

6. STOCK OPTIONS

6.1. Grant of Option. An Option may be granted to any Eligible Person selected by the Committee; provided, however, that onlyEmployees shall be eligible for Awards of Incentive Stock Options. Each Option shall be designated, at the discretion of theCommittee, as an Incentive Stock Option or a Nonqualified Stock Option. The maximum number of shares of Common Stock that

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may be granted under Options to any one Participant during any one calendar year shall be limited to 1,000,000 shares (subject toadjustment as provided in Section 3.3 hereof).

6.2. Exercise Price. The exercise price of the Option shall be determined by the Committee; provided, however, that the exerciseprice per share of an Option shall not be less than 100 percent of the Fair Market Value per share of the Common Stock on the Dateof Grant.

6.3. Vesting; Term of Option. The Committee, in its sole discretion, shall prescribe in the Award Agreement the time or times atwhich, or the conditions upon which, an Option or portion thereof shall become vested and exercisable. The period during which avested Option may be exercised shall be ten years from the Date of Grant, unless a shorter exercise period is specified by theCommittee in an Award Agreement, and subject to such limitations as may apply under an Award Agreement relating to thetermination of a Participant’s employment or other service with the Corporation or any Subsidiary.

6.4. Option Exercise; Withholding. Subject to such terms and conditions as shall be specified in an Award Agreement, an Optionmay be exercised in whole or in part at any time during the term thereof by notice to the Corporation together with payment of theaggregate exercise price therefor. Payment of the exercise price shall be made (a) in cash or by cash equivalent, (b) at the discretionof the Committee, in shares of Common Stock acceptable to the Committee, valued at the Fair Market Value of such shares on thedate of exercise, (c) at the discretion of the Committee, and subject to applicable law, by a delivery of a notice that the Participant hasplaced a market sell order (or similar instruction) with a broker with respect to shares of Common Stock then issuable upon exerciseof the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Corporation insatisfaction of the Option exercise price (conditioned upon the payment of such net proceeds), (d) at the discretion of theCommittee, by withholding from delivery shares of Common Stock for which the Option is otherwise exercised, (e) at the discretionof the Committee, by a combination of the methods described above or (f) by such other method as may be approved by theCommittee and set forth in the Award Agreement. In addition to and at the time of payment of the exercise price, the Participant shallpay to the Corporation the full amount of any and all applicable income tax and employment tax amounts required to be withheld inconnection with such exercise, payable under one or more of the methods described above for the payment of the exercise price ofthe Options or as otherwise may be approved by the Committee.

6.5. Limited Transferability. Solely to the extent permitted by the Committee in an Award Agreement and subject to such termsand conditions as the Committee shall specify, a Nonqualified Stock Option (but not an Incentive Stock Option) may be transferredto members of a Participant’s immediate family (as determined by the Committee) or to trusts, partnerships or corporations whosebeneficiaries, members or owners are members of such Participant’s immediate family, and/or to such other persons or entities asmay be approved by the Committee in advance and set forth in an Award Agreement, in each case subject to the condition that theCommittee be satisfied that such transfer is being made for estate or tax planning purposes or for gratuitous or donative purposes,without consideration (other than nominal consideration) being received therefor. Except to the extent permitted by the Committee inaccordance with the foregoing, an Option shall be nontransferable otherwise than by will or by the laws of descent and distribution,and shall be exercisable during the lifetime of a Participant only by such Participant.

6.6. Additional Rules for Incentive Stock Options.

(a) Annual Limits. No Incentive Stock Option shall be granted to a Participant as a result of which the aggregate fairmarket value (determined as of the Date of Grant) of the stock with respect to which Incentive Stock Options areexercisable for the first time in any calendar year under the Plan, and any other stock option plans of the Corporation,any Subsidiary or any parent corporation, would exceed $100,000 (or such other amount provided undersection 422(d) of the Code), determined in accordance with section 422(d) of the Code and Treasury Regulationsthereunder. This limitation shall be applied by taking stock options into account in the order in which granted.

(b) Termination of Employment. An Award Agreement for an Incentive Stock Option may provide that such Optionmay be exercised not later than 3 months following termination of employment of the Participant with the Corporationand all Subsidiaries, subject to special rules relating to death and disability, as and to the extent determined by theCommittee to be appropriate with regard to the requirements of section 422 of the Code and Treasury Regulationsthereunder.

(c) Other Terms and Conditions; Nontransferability. Any Incentive Stock Option granted hereunder shall containsuch additional terms and conditions, not inconsistent with the terms of the Plan, as are deemed necessary or desirableby the Committee, which terms, together with the terms of the Plan, shall be intended and interpreted to cause suchIncentive Stock Option to qualify as an ‘‘incentive stock option’’ under section 422 of the Code and TreasuryRegulations thereunder. Such terms shall include, if applicable, limitations on Incentive Stock Options granted toten-percent owners of the Corporation. An Award Agreement for an Incentive Stock Option may provide that suchOption shall be treated as a Nonqualified Stock Option to the extent that certain requirements applicable to ‘‘incentivestock options’’ under the Code shall not be satisfied. An Incentive Stock Option shall by its terms be nontransferableotherwise than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of aParticipant only by such Participant.

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(d) Disqualifying Dispositions. If shares of Common Stock acquired by exercise of an Incentive Stock Option aredisposed of within two years following the Date of Grant or one year following the transfer of such shares to aParticipant upon exercise, such Participant shall, promptly following such disposition, notify the Corporation in writingof the date and terms of such disposition and provide such other information regarding the disposition as theCommittee may reasonably require.

7. STOCK APPRECIATION RIGHTS

7.1. Grant of SARs. A Stock Appreciation Right granted to a Participant is an Award in the form of a right to receive, uponsurrender of the right, but without other payment, an amount based on appreciation in the Fair Market Value of the Common Stockover a base price established for the Award, exercisable at such time or times and upon conditions as may be approved by theCommittee. The maximum number of shares of Common Stock that may be subject to SARs granted to any one Participant duringany one calendar year shall be limited to 1,000,000 shares (subject to adjustment as provided in Section 3.3 hereof).

7.2. Tandem SARs. A Stock Appreciation Right may be granted in connection with an Option, either at the time of grant or at anytime thereafter during the term of the Option. A SAR granted in connection with an Option will entitle the holder, upon exercise, tosurrender such Option or any portion thereof to the extent unexercised, with respect to the number of shares as to which such SARis exercised, and to receive payment of an amount computed as described in Section 7.4 hereof. Such Option will, to the extent andwhen surrendered, cease to be exercisable. A SAR granted in connection with an Option hereunder will have a base price per shareequal to the per share exercise price of the Option, will be exercisable at such time or times, and only to the extent, that a relatedOption is exercisable, and will expire no later than the related Option expires.

7.3. Freestanding SARs. A Stock Appreciation Right may be granted without relationship to an Option and, in such case, will beexercisable as determined by the Committee, but in no event after 10 years from the Date of Grant. The base price of a SAR grantedwithout relationship to an Option shall be determined by the Committee in its sole discretion; provided, however, that the base priceper share of a freestanding SAR shall not be less than 100 percent of the Fair Market Value of the Common Stock on the Date ofGrant.

7.4. Payment of SARs. A SAR will entitle the holder, upon exercise of the SAR, to receive payment of an amount determined bymultiplying: (a) the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the SAR over the baseprice of such SAR, by (b) the number of shares as to which such SAR will have been exercised. Payment of the amount determinedunder the foregoing may be made, in the discretion of the Committee as set forth in the Award Agreement, in cash, in shares ofCommon Stock, or in a combination of cash and shares of Common Stock.

8. RESTRICTED STOCK

8.1. Grants of Restricted Stock. An Award of Restricted Stock to a Participant represents shares of Common Stock that areissued subject to such restrictions on transfer and other incidents of ownership and such forfeiture conditions as the Committeemay determine. The Committee may, in connection with an Award of Restricted Stock, require the payment of a specified purchaseprice. The Committee may grant Awards of Restricted Stock that are intended to qualify for exemption under Section 162(m), as wellas Awards of Restricted Stock that are not intended to so qualify.

8.2. Vesting Requirements. The restrictions imposed on an Award of Restricted Stock shall lapse in accordance with the vestingrequirements specified by the Committee in the Award Agreement. Such vesting requirements may be based on the continuedemployment or service of a Participant with the Corporation or its Subsidiaries for a specified time period or periods. Such vestingrequirements may also be based on the attainment of specified business goals or measures established by the Committee in its solediscretion. In the case of any Award of Restricted Stock that is intended to qualify for exemption under Section 162(m), (a) thevesting requirements shall be limited to the performance criteria identified in Section 9.3 below, (b) the terms of the Award shallotherwise comply with the Section 162(m) requirements described in Section 9.4 hereof, and (c) the maximum number of shares ofCommon Stock that may be subject to such Awards granted to any one Participant during any one calendar year shall be 200,000shares (subject to adjustment as provided in Section 3.3 hereof).

8.3. Restrictions. Shares of Restricted Stock may not be transferred, assigned or subject to any encumbrance, pledge or chargeuntil all applicable restrictions are removed or expire or unless otherwise allowed by the Committee. The Committee may require aParticipant to enter into an escrow agreement providing that any certificates representing Restricted Stock granted or sold pursuantto the Plan will remain in the physical custody of an escrow holder until all restrictions are removed or expire. Failure to satisfy anyapplicable restrictions shall result in the subject shares of Restricted Stock being forfeited and returned to the Corporation, with anypurchase price paid by such Participant to be refunded, unless otherwise provided by the Committee. The Committee may requirethat certificates representing Restricted Stock granted under the Plan bear a legend making appropriate reference to the restrictionsimposed.

8.4. Rights as Shareholder. Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement, aParticipant will have all rights of a shareholder with respect to shares of Restricted Stock granted to him, including the right to vote

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the shares and receive all dividends and other distributions paid or made with respect thereto, unless the Committee determinesotherwise at the time the Restricted Stock is granted, as set forth in the Award Agreement. Notwithstanding the preceding sentence,dividends or other distributions with respect to Restricted Stock that vest based on the achievement of specified performanceobjectives shall be accumulated until such Award is earned, and the dividends or other distributions shall not be paid if suchperformance objectives are not satisfied.

8.5. Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock isconditioned upon the applicable Participant refraining from making an election with respect to the Award under section 83(b) of theCode. Irrespective of whether an Award is so conditioned, if a Participant makes an election pursuant to section 83(b) of the Codewith respect to an Award of Restricted Stock, such Participant shall be required to promptly file a copy of such election with theCorporation.

9. PERFORMANCE AWARDS

9.1. Grant of Performance Awards. The Committee may grant Performance Awards under the Plan, which shall be representedby units denominated on the Date of Grant either in shares of Common Stock (Performance Shares) or in specified dollar amounts(Performance Units). The Committee may grant Performance Awards that are intended to qualify for exemption underSection 162(m), as well as Performance Awards that are not intended to so qualify. At the time a Performance Award is granted, theCommittee shall determine, in its sole discretion, one or more performance periods and performance goals to be achieved duringthe applicable performance periods, as well as such other restrictions and conditions as the Committee deems appropriate. In thecase of Performance Units, the Committee shall also determine a target unit value or a range of unit values for each Award. Theperformance goals applicable to a Performance Award grant may be subject to such later revisions as the Committee shall deemappropriate to reflect significant unforeseen events such as changes in law, accounting practices or unusual or nonrecurring items oroccurrences. Any such adjustments shall be subject to such limitations as the Committee deems appropriate in the case of aPerformance Award that is intended to qualify for exemption under Section 162(m).

9.2. Payment of Performance Awards. At the end of the performance period, the Committee shall determine the extent to whichperformance goals have been attained or a degree of achievement between minimum and maximum levels in order to establish thelevel of payment to be made, if any, and shall determine if payment is to be made in the form of cash or shares of Common Stock or acombination of cash and shares of Common Stock. Payment of Performance Awards shall be made as provided in the applicableAward Agreement.

9.3. Performance Criteria. The performance criteria applicable to the payment or vesting of a Performance Award (or an Awardof Restricted Stock) intended to qualify for exemption under Section 162(m) shall be limited to the following business measures,which may be applied with respect to the Corporation, any Subsidiary or any business unit, or, if applicable, any Participant, andwhich may be measured on an absolute or relative to a peer-group or other market measure basis: total shareholder return; stockprice increase; return on equity; return on capital; earnings per share; EBIT (earnings before interest and taxes); EBITDA (earningsbefore interest, taxes, depreciation and amortization); ongoing earnings; cash flow (including operating cash flow, free cash flow,discounted cash flow return on investment, and cash flow in excess of costs of capital); EVA (economic value added); economicprofit (net operating profit after tax, less a cost of capital charge); SVA (shareholder value added); revenues; net income; operatingincome; pre-tax profit margin; performance against business plan; customer service; corporate governance quotient or rating;market share; employee satisfaction; safety; reliability; reportable environmental events, significant operational events, employeeengagement; supplier diversity; workforce diversity; operating margins; credit rating; dividend payments; expenses; operations andmaintenance expenses; fuel cost per million BTU; costs per kilowatt hour; retained earnings; completion of acquisitions, divestituresand corporate restructurings; and individual goals based on objective business criteria underlying the goals listed above and whichpertain to individual effort as to achievement of those goals or to one or more business criteria in the areas of litigation, humanresources, information services, production, inventory, support services, site development, plant development, buildingdevelopment, facility development, government relations, product market share or management. In the case of PerformanceAwards that are not intended to qualify for exemption under Section 162(m), the Committee shall designate performance criteriafrom among the foregoing or such other business criteria as it shall determine it its sole discretion.

9.4. Section 162(m) Requirements. In the case of a Performance Award that is intended to comply with the requirements forexemption under Section 162(m), the Committee shall make all determinations necessary to establish a Performance Award within90 days of the beginning of the performance period (or such other time period required under Section 162(m)), including, withoutlimitation, the designation of the Employee to whom Performance Awards are made, the performance criteria or criterion applicableto the Award and the performance goals that relate to such criteria, and the dollar amounts or number of shares of Common Stockpayable upon achieving the applicable performance goals. As and to the extent required by Section 162(m), the terms of aPerformance Award that is intended to comply with the requirements for exemption under Section 162(m) must state, in terms of anobjective formula or standard, the method of computing the amount of compensation payable, and must preclude discretion toincrease the amount of compensation payable that would otherwise be due under the terms of the Award, and, prior to the paymentof such compensation, the Committee shall have certified in writing that the applicable performance goal has been satisfied. For aPerformance Award intended to comply with the requirements for exemption under Section 162(m), the maximum amount of

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compensation that may be payable under Performance Units granted to any one Participant during any one calendar year shall notexceed $10,000,000 and the maximum number of Common Stock units that may be payable under a Performance Share Awardgranted to any one Participant during any one calendar year shall be 300,000 share units (subject to adjustment as provided inSection 3.3 hereof).

10. RESTRICTED STOCK UNITS

10.1. Grant of Restricted Stock Units. A Restricted Stock Unit Award is an Award to a Participant of a number of hypotheticalshare units with respect to shares of Common Stock. Restricted Stock Units shall be subject to such restrictions and conditions asthe Committee shall determine. On the Date of Grant, the Committee shall determine, in its sole discretion, the installment or othervesting period of the Restricted Stock Units and the maximum value of the Restricted Stock Units, if any.

10.2. Payment of Restricted Stock Units. Upon the vesting date or dates applicable to a Restricted Stock Unit granted to aParticipant, an amount equal to the Fair Market Value of one share of Common Stock upon such vesting dates (subject to anyapplicable maximum value) shall be paid with respect to such Restricted Stock Unit granted to such Participant. Payment may bemade, at the discretion of the Committee, in cash or in shares of Common Stock, or in a combination thereof.

11. STOCK RETAINER

11.1. Grant of Stock Retainer. The Board may grant a Stock Retainer to Independent Directors. An Award of a Stock Retainerrepresents a specified number of shares of Common Stock that are issued without restrictions on transfer or forfeiture conditions.The Board may, in connection with an Award of a Stock Retainer, require the payment of a specified purchase price. Employees shallnot be eligible for an Award of a Stock Retainer.

11.2 Payment of Stock Retainer. In the event that the Board grants a Stock Retainer, a certificate for (or book entry representing)the shares of Common Stock constituting such Stock Retainer shall be issued in the name of the Independent Director to whomsuch grant was made as soon as practicable after the date on which such Stock Retainer is payable.

12. DIVIDEND EQUIVALENTS

12.1. Grant of Dividend Equivalents. A Dividend Equivalent granted to a Participant is an Award in the form of a right to receivecash payments determined by reference to dividends declared on the Common Stock from time to time during the term of theAward, which shall not exceed 10 years from the Date of Grant. Dividend Equivalents may be granted on a stand-alone basis or intandem with other Awards; provided, however, that no Dividend Equivalents may be granted with respect to Options or StockAppreciation Rights. Dividend Equivalents granted on a tandem basis shall expire at the time the underlying Award becomespayable to the applicable Participant, or expires.

12.2. Payment of Dividend Equivalents. Dividend Equivalent Awards shall be payable in cash or in shares of Common Stock, asdetermined by the Committee. Dividend Equivalents shall be payable to a Participant as soon as practicable following the timedividends are declared and paid with respect to the Common Stock, or at such later date as the Committee shall specify in theAward Agreement. Notwithstanding anything contained in the Plan to the contrary (except as provided pursuant to Section 13 of thePlan or on account of the Participant’s termination of employment or service), Dividend Equivalents with respect to any PerformanceAwards shall be accumulated until such Award is earned, and the Dividend Equivalents shall not be paid if the applicableperformance goals are not satisfied.

13. CHANGE IN CONTROL

13.1. Effect of Change in Control. The Committee may, in an Award Agreement, provide for the effect of a Change in Control onan Award. Such provisions or actions may include any one or more of the following: (a) the acceleration or extension of time periodsfor purposes of exercising, vesting in, or realizing gain from any Award; (b) the waiver or modification of performance or otherconditions related to the payment or other rights under an Award; (c) provision for the cash settlement of an Award for an equivalentcash value, as determined by the Committee; (d) the cancellation of Options or SARs without payment therefor if the Fair MarketValue of a share of Common Stock on the date of the Change in Control does not exceed the exercise or base price per share of theapplicable Awards; or (e) such other modification or adjustment to an Award as the Committee deems appropriate.

13.2. Definition of Change in Control. Except as otherwise provided by the Committee in an Award Agreement, for purposeshereof, a ‘‘Change in Control’’ shall be deemed to have occurred upon:

(a) an acquisition subsequent to the Effective Date hereof by any individual, entity or group (within the meaning ofSection 13(d)(3) or 14(d)(2) of the Exchange Act (a ‘‘Person’’) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of thirty percent (30%) or more of either (A) the then outstanding shares ofCommon Stock or (B) the combined voting power of the then outstanding voting securities of the Corporation entitledto vote generally in the election of directors; excluding, however, the following: (1) any acquisition directly from the

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Corporation, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being soconverted was itself acquired directly from the Corporation, (2) any acquisition by the Corporation and (3) anyacquisition by an employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Subsidiary;

(b) during any period of two (2) consecutive years (not including any period prior to the Effective Date), individuals who atthe beginning of such period constitute the Board (and any new directors whose election by the Board or nomination forelection by the Corporation’s shareholders was approved by a vote of at least two-thirds (2⁄3) of the directors then still inoffice who either were directors at the beginning of the period or whose election or nomination for election was soapproved) cease for any reason (except for death, disability or voluntary retirement) to constitute a majority thereof;

(c) the consummation of a merger, consolidation, reorganization or similar corporate transaction which has been approvedby the shareholders of the Corporation, whether or not the Corporation is the surviving corporation in such transaction,other than a merger, consolidation, or reorganization that would result in the voting securities of the Corporationoutstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power of the votingsecurities of the Corporation (or such surviving entity) outstanding immediately after such merger, consolidation, orreorganization; or

(d) the consummation of (A) the sale or other disposition of all or substantially all of the assets of the Corporation or (B) acomplete liquidation or dissolution of the Corporation, which has been approved by the shareholders of theCorporation.

14. AWARD AGREEMENTS

14.1. Form of Agreement. Each Award under the Plan shall be evidenced by an Award Agreement in a form approved by theCommittee setting forth the number of shares of Common Stock, units or other rights (as applicable) subject to the Award, theexercise, base or purchase price (if any) of the Award, the time or times at which an Award will become vested, exercisable orpayable, the duration of the Award and, in the case of Performance Awards, the applicable performance criteria and goals. TheAward Agreement shall also set forth other material terms and conditions applicable to the Award as determined by the Committeeconsistent with the limitations of the Plan. Award Agreements evidencing Awards intended to qualify for exemption underSection 162(m) shall contain such terms and conditions as may be necessary to meet the applicable requirements ofSection 162(m). Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may benecessary to meet the applicable provisions of section 422 of the Code. By executing the Award Agreement or accepting anybenefit under the Plan, each Participant and each person claiming a benefit under or through any Participant shall be deemed tohave accepted and consented to the terms of the Plan and any action taken in good faith under the Plan by and within the discretionof the Committee, the Board or their delegates.

14.2 Minimum Vesting Period for Awards to Employees. Awards granted to Employees shall not become vested, exercisable orpayable prior to the first anniversary of the Date of Grant, except as otherwise provided in an applicable Award Agreement.

14.3. Termination of Service. The Award Agreements may include provisions describing the treatment of an Award in the event ofthe retirement, disability, death or other termination of a Participant’s employment with, or other service to, the Corporation and allSubsidiaries, such as provisions relating to the vesting, exercisability, acceleration, forfeiture or cancellation of the Award in thesecircumstances, including any such provisions as may be appropriate for Incentive Stock Options as described in Section 6.6(b)hereof.

14.4. Forfeiture Events. The Committee may specify in an Award Agreement that a Participant’s rights, payments and benefitswith respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certainspecified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include,but shall not be limited to, termination of employment for cause, violation of material Corporation or Subsidiary policies, breach ofnoncompetition, confidentiality or other restrictive covenants that may apply to a Participant, or other conduct by such Participantthat is detrimental to the business or reputation of the Corporation or any Subsidiary. Any Award granted to a Participant shall besubject to forfeiture or repayment pursuant to the terms of any applicable compensation recovery policy adopted by theCorporation, including any such policy that may be adopted or amended to comply with the Dodd-Frank Wall Street Reform andConsumer Protection Act or any rules or regulations issued by the Securities and Exchange Commission or applicable securitiesexchange.

14.5. Amendment. Award Agreements covering outstanding Awards may be amended or modified by the Committee in anymanner that may be permitted for the grant of Awards under the Plan, subject to the consent of the Participant to the extentprovided in the Award Agreement. In accordance with such procedures as the Corporation may prescribe, a Participant may sign orotherwise execute an Award Agreement and may consent to amendments of modifications of Award Agreements coveringoutstanding Awards by electronic means.

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15. GENERAL PROVISIONS

15.1. No Assignment or Transfer; Beneficiaries. Except as provided in Section 6.5 hereof, Awards under the Plan shall not beassignable or transferable, except by will or by the laws of descent and distribution, and during the lifetime of a Participant the Awardshall be exercised only by such Participant or by his guardian or legal representative. Notwithstanding the foregoing, the Committeemay provide in the terms of an Award Agreement that a Participant shall have the right to designate a beneficiary or beneficiaries whoshall be entitled to any rights, payments or other specified benefits under an Award following such Participant’s death.

15.2. Deferrals of Payment. The Committee may permit a Participant to defer the receipt of payment of cash or delivery of sharesof Common Stock that would otherwise be due to the Participant by virtue of the exercise of a right or the satisfaction of vesting orother conditions with respect to an Award. If any such deferral is to be permitted by the Committee, the Committee shall establishthe rules and procedures relating to such deferral, including, without limitation, the period of time in advance of payment when anelection to defer may be made, the time period of the deferral and the events that would result in payment of the deferred amount,the interest or other earnings attributable to the deferral and the method of funding, if any, attributable to the deferred amount.Unless otherwise expressly agreed between the Participant and the Corporation, any such deferral shall be effected in accordancewith the requirements of section 409A of the Code so as to avoid any imposition of a tax under section 409A of the Code.

15.3. Rights as Shareholder. A Participant shall have no rights as a holder of Common Stock with respect to any unissuedsecurities covered by an Award until the date such Participant becomes the holder of record of those securities. Except as providedin Sections 3.3 and 8.4 hereof, no adjustment or other provision shall be made for dividends or other shareholder rights, except tothe extent that the Award Agreement provides for Dividend Equivalents, dividend payments or similar economic benefits.

15.4. Employment or Service. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon anyEligible Person the right to continue in the capacity in which he is employed by or otherwise serves the Corporation or anySubsidiary.

15.5. Securities Laws. No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all therequirements applicable to the Award imposed by federal and state securities and other laws, rules and regulations and by anyregulatory agencies having jurisdiction, and by any stock exchanges upon which the Common Stock may be listed, have been fullymet. As a condition precedent to the issuance of shares pursuant to the grant or exercise of an Award, the Corporation may require aParticipant to take any reasonable action to meet such requirements. The Committee may impose such conditions on any shares ofCommon Stock issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities Actof 1933, as amended, under the requirements of any stock exchange upon which such shares of the same class are then listed, andunder any blue sky or other securities laws applicable to such shares.

15.6. Tax Withholding. Each Participant shall be responsible for payment of any taxes or similar charges required by law to bewithheld from an Award or an amount paid in satisfaction of an Award, which shall be paid by such Participant on or prior to thepayment or other event that results in taxable income in respect of an Award. The Award Agreement shall specify the manner inwhich the withholding obligation shall be satisfied with respect to the particular type of Award, provided that, if shares of CommonStock are withheld from delivery under an Award, the Fair Market Value of the shares withheld shall not exceed, as of the time thewithholding occurs, the minimum amount of tax for which withholding is required.

15.7. Unfunded Plan. The adoption of the Plan and any setting aside of cash amounts or shares of Common Stock by theCorporation with which to discharge its obligations hereunder shall not be deemed to create a trust or other funded arrangement.The benefits provided under the Plan shall be a general, unsecured obligation of the Corporation payable solely from the generalassets of the Corporation, and neither a Participant nor such Participant’s permitted transferees or estate shall have any interest inany assets of the Corporation by virtue of the Plan, except as a general unsecured creditor of the Corporation. Notwithstanding theforegoing, the Corporation shall have the right to implement or set aside funds in a grantor trust subject to the claims of theCorporation’s creditors to discharge its obligations under the Plan.

15.8. Other Compensation and Benefit Plans. The adoption of the Plan shall not affect any other stock incentive or othercompensation plans in effect for the Corporation or any Subsidiary, nor shall the Plan preclude the Corporation from establishing anyother forms of stock incentive or other compensation for employees of the Corporation or any Subsidiary. The amount of anycompensation deemed to be received by a Participant pursuant to an Award shall not constitute compensation with respect towhich any other employee benefits of such Participant are determined, including, without limitation, benefits under any bonus,pension, profit sharing, life insurance or salary continuation plan, except as otherwise specifically provided by the terms of such plan.

15.9. Plan Binding on Successors. The Plan shall be binding upon the Corporation, its successors and assigns, and eachParticipant, his executor, administrator and permitted transferees and beneficiaries.

15.10. Construction and Interpretation. Whenever used herein, nouns in the singular shall include the plural, and the masculinepronoun shall include the feminine gender. Headings of Articles and Sections hereof are inserted for convenience and reference andconstitute no part of the Plan.

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15.11. Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by anycourt of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance withtheir terms, and all provisions shall remain enforceable in any other jurisdiction.

15.12. Governing Law. The validity and construction of the Plan and of the Award Agreements shall be governed by the laws ofthe State of Delaware.

15.13. Non-U.S. Employees. In order to facilitate the making of any grant or combination of grants under the Plan, theCommittee may provide for such special terms for awards to Participants who are foreign nationals, who are employed by theCorporation or any Subsidiary outside of the United States of America or who provide services to the Corporation under anagreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differencesin local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements oralternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms ofthe Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Corporation may certify any suchdocument as having been approved and adopted in the same manner as the Plan. No such special terms, supplements,amendments or restatements shall include any provisions that are inconsistent with the terms of the Plan as then in effect unless thePlan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Corporation.

15.14. Compliance with Section 409A of the Code. The Plan is intended to comply and shall be administered in a manner that isintended to comply with section 409A of the Code and shall be construed and interpreted in accordance with such intent. To theextent that an Award, issuance and/or payment is subject to section 409A of the Code, it shall be awarded and/or issued or paid in amanner that will comply with section 409A of the Code, including proposed, temporary or final regulations or any other guidanceissued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Any provision of the Plan that wouldcause an Award, issuance and/or payment to fail to satisfy section 409A of the Code shall have no force and effect until amended tocomply with Code section 409A (which amendment may be retroactive to the extent permitted by applicable law).

16. EFFECTIVE DATE, TERMINATION AND AMENDMENT

16.1. Effective Date; Shareholder Approval. The Effective Date of the Plan shall be the date on which the Plan is approved by theBoard, subject to the approval of the Plan by the shareholders of the Corporation.

16.2. Termination. The Plan shall terminate on the date immediately preceding the tenth anniversary of the Effective Date. TheBoard may, in its sole discretion and at any earlier date, terminate the Plan. Notwithstanding the foregoing, no termination of the Planshall adversely affect in any material way any Award theretofore granted without the consent of the affected Participant or thepermitted transferee of the Award.

16.3. Amendment. The Board may at any time and from time to time and in any respect, amend or modify the Plan; provided,however, that no amendment or modification of the Plan shall be effective without the approval of the Corporation’s shareholders toextent such approval is necessary to comply with the listing requirements of the New York Stock Exchange. In addition, the Boardmay seek the approval of any amendment or modification by the Corporation’s shareholders to the extent it deems necessary oradvisable in its sole discretion for purposes of compliance with Section 162(m) or section 422 of the Code or for any other purpose.No amendment or modification of the Plan shall adversely affect in any material way any Award theretofore granted without theconsent of the affected Participant or the permitted transferee of the Award.

16.4. Prohibition on Repricing. Except for adjustments made pursuant to Sections 3.3 or 13.1, the Committee will not, withoutthe further approval of the shareholders of the Corporation, authorize the amendment of any outstanding Option or SAR to reducethe exercise price. No Option or SAR will be cancelled and replaced with an Award having a lower exercise price, or for anotherAward, or for cash without further approval of the shareholders of the Corporation, except as provided in Sections 3.3 or 13.1.Furthermore, no Option or SAR will provide for the payment, at the time of exercise, of a cash bonus or grant or sale of anotherAward without further approval of the shareholders of the Corporation. This Section 16.4 is intended to prohibit the repricing of‘‘underwater’’ Options or SARs without shareholder approval and will not be construed to prohibit the adjustments provided for inSections 3.3 or 13.1.

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10:00 a.m.Duke Energy Corporation

O.J. Miller Auditorium

526 South Church Street

Charlotte, NC 28202

Directions to Annual Meeting of Shareholders

From I-77 North:

Take the Morehead Street exit – 10A

Turn Left onto Morehead Street

Turn Left onto Mint Street

Mint Street Parking Deck located adjacent toBank of America Stadium

From I-77 South:

Take the I-277/John Belk Freeway/US-74/Wilkinson Boulevard exit – 9BMerge onto I-277 N/US-74 E

Take the Carson Boulevard exit – 1D

Stay straight to Carson Boulevard

Turn Left onto Mint Street

Mint Street Parking Deck located adjacent toBank of America Stadium

Free parking available in the Mint StreetParking Deck

526 South Church Street

Mint Street Parking Deck

Bank of America Stadium

2015 Annual Meetingof Shareholders

May 7, 2015